Universal Insurance Holdings, Inc. (NYSE:UVE) Files An 8-K Entry into a Material Definitive Agreement

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Universal Insurance Holdings, Inc. (NYSE:UVE) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01


Entry into a Material Definitive Agreement.


On June15, 2017, Universal Insurance Holdings, Inc. (Company)
entered into an indemnification agreement with KimberlyD.Cooper,
its Chief Information Officer and Chief Administrative Officer
(Indemnification Agreement), in connection with her recent
appointment to the Board of Directors (Board). The
Indemnification Agreement is in the same form as the
indemnification agreement for the Companys other directors and
executive officers, which the Company filed as Exhibit 10.1 to
its Current Report on Form 8-K on November15, 2012 and is
incorporated herein by reference.


Under the Indemnification Agreement, the Company will indemnify
Ms.Cooper to the fullest extent permitted by applicable law for
certain liabilities and will advance certain expenses that have
been incurred as a result of actions brought, or threatened to be
brought, against Ms.Cooper as an executive officer or a director
of the Company as a result of her service, subject to the
limitations set forth in the Indemnification Agreement.


The foregoing description of the Indemnification Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Indemnification Agreement.


ITEM5.03


Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.


On June15, 2017, upon the recommendation of the Nominating and
Governance Committee, the Board approved modernizing amendments
to the Companys Amended and Restated Bylaws (Bylaws). The
amendments will add a new section to the Bylaws requiring advance
notice to the Company of shareholder nominations for election of
directors and for other business to be brought by shareholders
before a meeting of the shareholders (Advance Notice Provisions).
The Advance Notice Provisions are intended to ensure the
effective functioning and orderly conduct of shareholder meetings
by providing a clear process for shareholders to follow to
propose business and nominate directors and by allowing the Board
sufficient time to make a recommendation or statement of its
position in response so as to enable shareholders to make an
informed decision on such business or nominations.


Among other things, the Advance Notice Provisions require:
(i)shareholders that seek to propose business (including director
nominations) at an annual shareholder meeting to provide the
Company with sufficient notice in advance of the meeting;
(ii)that the notice be in a certain format that includes
information about the shareholder or the item of business to be
brought before the meeting or the director nominee, as
applicable; and (iii)that shareholder nominations of directors
may be made only at annual shareholder meetings or special
shareholder meetings called for such purpose.


Also on June15, 2017, at the Companys annual shareholder meeting
(Annual Meeting), upon the recommendation of the Board, the
Companys shareholders voted to approve amendments to the Bylaws
to implement a majority voting standard for uncontested director
elections.


The foregoing description of the amendments to the Bylaws does
not purport to be complete. This summary is qualified in its
entirety by reference to the full text of the Bylaws, as of
June15, 2017, which are filed as Exhibit 3.2 hereto and
incorporated herein by reference.


ITEM5.07


Submission of Matters to a Vote of Security Holders.


The Companys shareholders voted on six proposals at the Annual
Meeting. The final voting results are provided below.


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


Name


For

Withheld

BrokerNon-Votes


Scott P. Callahan

22,101,625 4,307,114 6,190,769


Kimberly D. Cooper

24,215,186 2,193,553 6,190,769


Sean P. Downes

24,271,041 2,137,698 6,190,769


Darryl L. Lewis

24,373,024 2,035,715 6,190,769


Ralph J. Palmieri

23,905,239 2,503,500 6,190,769


Richard D. Peterson

20,725,467 5,683,272 6,190,769


MichaelA.Pietrangelo

20,687,622 5,721,117 6,190,769


Ozzie A. Schindler

24,477,841 1,930,898 6,190,769


Jon W. Springer

24,959,640 1,449,099 6,190,769


Joel M. Wilentz, M.D.

20,593,218 5,815,521 6,190,769


Proposal No.2: The shareholders voted to approve an amendment to
the Companys Bylaws to adopt a majority voting standard for
uncontested director elections.


For:

26,138,881


Against:

214,341


Abstain:

55,517


Broker Non-Votes:

6,190,769


– 2 –


Proposal No.3: The shareholders did not approve, on an advisory
basis, the compensation paid to the Companys named executive
officers during the year ended December31, 2016.


For:

12,300,438


Against:

13,853,538


Abstain:

254,763


Broker Non-Votes:

6,190,769


Proposal No.4: The shareholders voted, on an advisory basis, to
conduct future advisory votes on named executive officers
compensation once each year.


One Year:

18,810,883


Two Years:

127,684


Three Years:

7,298,284


Abstain:

171,888


Broker Non-Votes:

6,190,769


Proposal No.5: The shareholders voted to re-approve the material
terms of the performance goals set forth in the Companys 2009
Omnibus Incentive Plan for purposes of Section162(m) of the
Internal Revenue Code.


For:

25,586,535


Against:

699,128


Abstain:

123,076


Broker Non-Votes:

6,190,769


Proposal No.6: The shareholders voted to ratify the appointment
of Plante Moran, PLLC as the Companys independent registered
public accounting firm for the fiscal year ending December31,
2017.


For:

30,992,731


Against:

402,808


Abstain:

1,203,969


– 3 –


ITEM9.01
Financial Statements and Exhibits


(d)
Exhibits


Exhibit No.


Description

3.2 Amended and Restated Bylaws of Universal Insurance Holdings,
Inc., as of June15, 2017


– 4 –



UNIVERSAL INSURANCE HOLDINGS, INC. Exhibit
EX-3.2 2 d372431dex32.htm AMENDED AND RESTATED BYLAWS OF UNIVERSAL INSURANCE HOLDINGS Amended and Restated Bylaws of Universal Insurance Holdings Exhibit 3.2 BYLAWS OF UNIVERSAL INSURANCE HOLDINGS,…
To view the full exhibit click here
About Universal Insurance Holdings, Inc. (NYSE:UVE)

Universal Insurance Holdings, Inc. (UVE) is a private personal residential homeowners insurance company in Florida. The Company performs substantially all aspects of insurance underwriting, policy issuance, general administration, and claims processing and settlement internally. The Company writes personal residential homeowners insurance policies, predominantly in Florida. The Company also writes homeowners insurance policies in Delaware, Georgia, Hawaii, Indiana, Maryland, Massachusetts, Minnesota, North Carolina, Pennsylvania and South Carolina. The Company is also licensed to issue policies in Alabama, Michigan, New Hampshire, Virginia and West Virginia. It has a distribution network of approximately 7,800 licensed independent agents. Universal Property & Casualty Insurance Company (UPCIC) and American Platinum Property and Casualty Insurance Company (APPCIC, and together with UPCIC, the Insurance Entities) are its insurance operating subsidiaries.

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