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 and Exchange Act of 1934
Date of Report (or Date of Earliest Event Reported): May 22, 2013
HCI Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Florida | 001-34126 | 20-5961396 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
5300 West Cypress Street, Suite 100
Tampa, Florida 33607
(Address of Principal Executive Offices)
(813) 405-3600
(Telephone Number, Including Area Code)
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 communications 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)) |
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
We held our 2013 Annual Meeting of Shareholders on May 22, 2013. Five matters were voted upon at the meeting: (1) the election of three Class B directors; (2) approval of an amendment to our Articles of Incorporation changing the company’s name to HCI Group, Inc.; (3) ratification of the appointment of Dixon Hughes Goodman LLP as the company’s independent registered public accounting firm for the year ending December 31, 2013; (4) approval of compensation paid to named executive officers; and (5) approval of frequency of the vote on executive compensation.
George Apostolou, Paresh Patel and Gregory Politis were elected to the board of directors at the meeting. The number of votes cast for and the number of votes withheld as to each director nominee appear below. The total number of broker non-votes in this matter was 3,337,052.
| Director Nominee |
For | Withheld | ||||||
| George Apostolou |
5,503,271 | 157,429 | ||||||
| Paresh Patel |
5,415,574 | 245,126 | ||||||
| Gregory Politis |
4,573,167 | 1,087,533 | ||||||
The number of votes cast for, against and abstaining and the number of broker non-votes in the second matter voted upon appear below.
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Approval of an amendment to Articles of Incorporation changing the company’s name to HCI Group, Inc. |
8,952,992 | 27,405 | 17,425 | — | ||||||||||||
The number of votes cast for, against and abstaining and the number of broker non-votes in the third matter voted upon appear below.
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Ratification of the appointment of Dixon Hughes Goodman LLP as the company’s independent registered public accounting firm for the year ending December 31, 2013. |
8,881,263 | 94,718 | 21,771 | — | ||||||||||||
The number of votes cast for, against and abstaining and the number of broker non-votes in the fourth matter voted upon appear below.
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Approval of compensation paid to executive officers. |
4,049,060 | 1,093,584 | 51,056 | 3,337,052 | ||||||||||||
The number of votes cast and abstaining in the fifth matter voted upon appears below.
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||
| Approval of compensation paid to executive officers. |
2,660,037 | 62,902 | 2,884,611 | 43,150 | ||||||||||||
SIGNATURE
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, thereunto duly authorized.
Dated: May 29, 2013.
| HCI GROUP, INC. | ||
| BY: | /s/ Richard R. Allen | |
| Name: | Richard R. Allen | |
| Title: | Chief Financial Officer | |
A signed original of this Form 8-K has been provided to Homeowners Choice, Inc. and will be retained by Homeowners Choice, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.