UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On March 3, 2023, the Board of Directors (the “Board”) of Heritage Insurance Holdings, Inc. (the “Company”), on recommendation of the Corporate Governance and Nominating Committee, appointed Paul L. Whiting to the Board to fill a recent vacancy on the Board, effective immediately. Mr. Whiting is expected to serve on the Audit Committee and the Corporate Governance and Nominating Committee of the Board.
The Board has determined that Mr. Whiting qualifies as independent under the applicable New York Stock Exchange listing standards. There are no arrangements or understandings between Mr. Whiting and any other persons with respect to his appointment as a director. Neither Mr. Whiting nor any immediate family member of Mr. Whiting has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Mr. Whiting will participate in the non-employee director compensation arrangement described under the heading “Director Compensation” in the Company’s 2022 Proxy Statement filed on April 29, 2022, which includes an annual cash retainer of $125,000 and an annual grant of restricted stock with a grant date fair value of $40,000 for services as a director and an additional annual cash retainer of $2,500 as a member of a committee of the Board.
| Item 8.01 | Other Events |
On March 9, 2023, the Company issued a press release announcing the appointment of Mr. Whiting to the Board. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is being furnished as part of this Current Report.
| No. |
Exhibit | |
| 99.1 | Press Release dated March 9, 2023. | |
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HERITAGE INSURANCE HOLDINGS, INC. | ||||||
| Date: March 9, 2023 | By: | /s/ Kirk Lusk | ||||
| Kirk Lusk | ||||||
| Chief Financial Officer | ||||||