Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 1, 2019




(Exact Name of Registrant as Specified in its Charter)




Delaware   001-36462   45-5338504

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


2600 McCormick Drive, Suite 300

Clearwater, Florida

(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 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☒

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




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 May 1, 2019. 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 2020 Annual Meeting, as follows:


     FOR      WITHHELD      BROKER

Bruce Lucas

     21,273,581        1,335,242        5,653,773  

Richard Widdicombe

     21,586,288        1,022,535        5,653,773  

Panagiotis (Pete) Apostolou

     21,945,991        662,832        5,653,773  

Irini Barlas

     13,308,197        9,300,626        5,653,773  

Steven Martindale

     21,603,958        1,004,865        5,653,773  

James Masiello

     11,985,510        10,623,313        5,653,773  

Nicholas Pappas

     12,296,803        10,312,020        5,653,773  

Joseph Vattamattam

     21,933,341        675,482        5,653,773  

Vijay Walvekar

     20,487,343        2,121,480        5,653,773  

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, 2019 was approved as follows:







28,165,912   6,137   90,547


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.


Date: May 3, 2019     By:   /s/ Bruce Lucas
      Bruce Lucas
      Chairman and Chief Executive Officer