Business Context and Reporting Period
This Form 8-K reports the results of the Annual Meeting of Stockholders held by Heritage Insurance Holdings, Inc. on May 25, 2021. The filing details the voting outcomes for the election of directors, the ratification of the independent auditor, and the advisory vote on executive compensation.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Proposal 1: Election of Directors
All ten nominees were elected to the Board of Directors. The voting results were as follows:
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Ernie Garateix | 19,143,152 | 1,027,092 | 4,684,285 |
| Richard Widdicombe | 18,573,987 | 1,596,257 | 4,684,285 |
| Panagiotis (Pete) Apostolou | 18,518,484 | 1,651,760 | 4,684,285 |
| Irini Barlas | 19,534,581 | 635,663 | 4,684,285 |
| Mark Berset | 17,066,376 | 3,103,868 | 4,684,285 |
| Steven Martindale | 18,795,378 | 1,374,866 | 4,684,285 |
| Nicholas Pappas | 17,343,489 | 2,826,755 | 4,684,285 |
| Joseph Vattamattam | 19,741,796 | 428,448 | 4,684,285 |
| Vijay Walvekar | 17,825,002 | 2,345,242 | 4,684,285 |
Proposal 2: Ratification of Independent Auditor
Stockholders approved the appointment of Plante & Moran, PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2021.
- For: 24,770,187
- Against: 22,566
- Abstain: 61,776
Proposal 3: Advisory Vote on Executive Compensation
Stockholders approved, on an advisory basis, the compensation of the Named Executive Officers.
- For: 15,995,720
- Against: 3,444,819
- Abstain: 729,706
- Broker Non-Votes: 4,684,285
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the tenure of the newly elected directors, who serve until the 2021 Annual Meeting.
- Confirm the engagement of Plante & Moran, PLLC for the fiscal year ending December 31, 2021.
- Note the significant number of broker non-votes (4,684,285) recorded for the director elections and executive compensation vote.
- Review the "Against" vote count for executive compensation (3,444,819) to assess shareholder sentiment regarding pay practices.