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
June 9, 2016
Date of report (Date of earliest event reported)
Universal Insurance Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33251 | 65-0231984 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(IRS Employer Identification No.) |
1110 W. Commercial Blvd., Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (954) 958-1200
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 (see General Instruction A.2. below):
| ¨ | Written communication 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)). |
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
At the Company’s Annual Meeting of Shareholders held on June 9, 2016, the Company’s shareholders voted on four proposals, the final voting results of which are provided below.
Item No. 1: Election of Directors. The following individuals were elected to the Company’s Board of Directors (“Board”) by the holders of the Company’s common stock and Series A Preferred Stock, voting together as one class:
| Name |
For | Withheld | Broker Non-Votes | |||||||||
| Scott P. Callahan |
19,813,022 | 2,650,977 | 7,082,491 | |||||||||
| Sean P. Downes |
20,581,556 | 1,882,443 | 7,082,491 | |||||||||
| Darryl L. Lewis |
18,868,682 | 3,595,317 | 7,082,491 | |||||||||
| Ralph J. Palmieri |
20,082,913 | 2,381,086 | 7,082,491 | |||||||||
| Richard D. Peterson |
13,604,027 | 8,859,972 | 7,082,491 | |||||||||
| Michael A. Pietrangelo |
12,584,822 | 9,879,177 | 7,082,491 | |||||||||
| Ozzie A. Schindler |
20,829,984 | 1,634,015 | 7,082,491 | |||||||||
| Jon W. Springer |
21,529,848 | 934,151 | 7,082,491 | |||||||||
| Joel M. Wilentz, M.D. |
14,195,608 | 8,268,391 | 7,082,491 | |||||||||
Item No. 2: The shareholders voted not to approve amendments to and a restatement of the Company’s 2009 Omnibus Incentive Plan and Section 162(m) performance goals.
| For: |
7,516,479 | |||
| Against: |
14,699,091 | |||
| Abstain: |
248,429 | |||
| Broker Non-Votes: |
7,082,491 |
Item No. 3: The shareholders voted to ratify the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
| For: |
28,737,337 | |||
| Against: |
487,770 | |||
| Abstain: |
321,383 |
Item No. 4: The shareholders voted to approve a shareholder proposal, submitted by the California State Teacher’s Retirement System, to adopt a majority voting standard in uncontested director elections.
| For: |
18,343,848 | |||
| Against: |
2,589,243 | |||
| Abstain: |
1,530,908 | |||
| Broker Non-Votes: |
7,082,491 |
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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.
| Date: June 9, 2016 | UNIVERSAL INSURANCE HOLDINGS, INC. | |||||
| /s/ Frank W. Wilcox | ||||||
| Frank W. Wilcox | ||||||
| Chief Financial Officer | ||||||
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