8-K

Date: June 17, 2019

UNIVERSAL INSURANCE HOLDINGS, INC.

/s/ Sean P. Downes

Sean P. Downes

Chief Executive Officer

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 13, 2019

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)).

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, $0.01 Par Value

UVE

New York Stock Exchange

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

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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

The Company’s shareholders voted on three proposals at the Company’s annual shareholder meeting on June 13, 2019. The final voting results are provided below.

Proposal No. 1: Election of Directors. The following individuals were elected to the Company’s Board of Directors by the holders of the Company’s common stock and Series A Preferred Stock, voting together as one class:


Name	For		Against		Abstain		Broker Non-Votes
Scott P. Callahan		25,496,265		1,016,034		31,139		5,300,574
Kimberly D. Campos		24,723,823		1,791,019		28,596		5,300,574
Sean P. Downes		25,476,000		672,567		394,871		5,300,574
Ralph J. Palmieri		24,369,370		2,145,599		28,469		5,300,574
Richard D. Peterson		26,034,466		478,363		30,609		5,300,574
Michael A. Pietrangelo		25,297,777		1,212,826		32,835		5,300,574
Ozzie A. Schindler		26,007,090		505,666		30,682		5,300,574
Jon W. Springer		25,042,534		1,470,134		30,770		5,300,574
Joel M. Wilentz, M.D.		25,247,136		1,229,894		66,408		5,300,574

Proposal No. 2: The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers during the year ended December 31, 2018.


For:			23,759,987
Against:			1,883,444
Abstain:			900,007
Broker Non-Votes:			5,300,574

Proposal 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, 2019.


For:			30,973,868
Against:			517,827
Abstain:			352,317

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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.

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