Form 8-K

HERITAGE INSURANCE HOLDINGS, INC.

Date: June 9, 2023

/s/ Kirk Lusk

Kirk Lusk

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 7, 2023

HERITAGE INSURANCE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-36462

45-5338504

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1401 N. Westshore Blvd

Tampa, Florida

33607

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (727) 362-7202

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

HRTG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

Heritage Insurance Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 7, 2023. The matters that were voted on at the Annual Meeting and the final voting results as to each such matter are set forth below.

Proposal No. 1: Election of Directors

The following nominees were elected to the Board of Directors to serve until the 2024 Annual Meeting, as follows:


	FOR		WITHHELD		BROKER NON-VOTES
Ernie Garateix		12,299,715		269,563		6,790,855
Richard Widdicombe		12,238,668		330,610		6,790,855
Panagiotis (Pete) Apostolou		11,198,292		1,370,986		6,790,855
Irini Barlas		11,533,132		1,036,146		6,790,855
Mark Berset		12,200,189		369,089		6,790,855
Nicholas Pappas		9,391,543		3,177,735		6,790,855
Joseph Vattamattam		11,564,332		1,004,946		6,790,855
Vijay Walvekar		10,583,021		1,986,257		6,790,855
Paul L. Whiting		12,311,857		257,421		6,790,855

Proposal No. 2: Ratification of Appointment of Plante & Moran, PLLC to Serve as Independent Registered Public Accounting Firm

The ratification of Plante & Moran, PLLC to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved as follows:


FOR	AGAINST	ABSTAIN
19,032,982	81,732	245,419

Proposal No. 3: Approval of the 2023 Omnibus Incentive Plan.

The results of the vote to approve the 2023 Omnibus Incentive Plan was as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
11,620,185	917,663	31,430	6,790,855

Proposal No. 4: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The results of the vote to approve, on an advisory basis, the compensation of the Company’s named executive officers was as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
9,824,172	1,967,360	777,746	6,790,855