UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 10, 2025. 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 2026 Annual Meeting, as follows:
| FOR | WITHHELD | BROKER NON- VOTES |
||||||||||
| Ernie Garateix |
19,933,171 | 214,689 | 5,020,784 | |||||||||
| Richard Widdicombe |
10,493,031 | 9,654,829 | 5,020,784 | |||||||||
| Panagiotis (Pete) Apostolou |
18,704,855 | 1,443,005 | 5,020,784 | |||||||||
| Irini Barlas |
18,287,543 | 1,860,317 | 5,020,784 | |||||||||
| Mark Berset |
19,481,890 | 665,970 | 5,020,784 | |||||||||
| Joseph Vattamattam |
17,967,325 | 2,180,535 | 5,020,784 | |||||||||
| Paul L. Whiting |
18,043,683 | 2,104,177 | 5,020,784 | |||||||||
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, 2025 was approved as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 25,009,441 | 132,896 | 26,307 |
Proposal No. 3: 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- | |||
| 15,111,279 | 4,260,104 | 776,477 | 5,020,784 |
Proposal No. 4: Approval of an Amendment to the Company’s 2023 Omnibus Incentive Plan to Increase the Number of Authorized Shares
The results of the vote to approve an amendment to the Company’s 2023 Omnibus Incentive Plan to increase the number of authorized shares by 1,800,000 shares was as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON- | |||
| 16,765,995 | 3,059,933 | 321,932 | 5,020,784 |
| Item 8.01 | Other Events |
On June 10, 2025, upon recommendation of the Corporate Governance and Nominating Committee, the Board of Directors approved changes to the committee assignments effective immediately following the Annual Meeting. The updated committee compositions are as follows:
| • | The Audit Committee of the Board of Directors shall be comprised of the following persons: Irini Barlas as Chair, Joseph Vattamattam and Paul L. Whiting. |
| • | The Corporate Governance and Nominating Committee of the Board of Directors shall be comprised of the following persons: Panagiotis Apostolou as Chair, Irini Barlas and Paul L. Whiting. |
| • | The Compensation Committee of the Board of Directors shall be comprised of the following persons: Paul L. Whiting as Chair, Panagiotis Apostolou and Joseph Vattamattam. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HERITAGE INSURANCE HOLDINGS, INC. | ||||||
| Date: June 11, 2025 | By: | /s/ Kirk Lusk | ||||
| Kirk Lusk | ||||||
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Chief Financial Officer | ||||