HCI Group, Inc.

8-K · hci-20260610.htm iXBRL

0001400810 2026-06-10 2026-06-10

 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): June 10, 2026
 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)

  
 3802 Coconut Palm Drive
 Tampa , Florida 33619
 (Address of Principal Executive Offices)
 ( 813 ) 849-9500
 (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))

  
 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, no par value

 HCI

 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

 (a) On June 10, 2026, HCI Group, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). The matters voted upon at the Annual Meeting and the final results of such voting are set forth below in (b). A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2026.

 (b) Proposal 1. The shareholders approved a proposal to elect Wayne Burks to the Board of Directors as a Class B director until the 2028 Annual Meeting and to elect Jay Madhu, Peter Politis, and Anthony Saravanos to the Board of Directors as Class C directors until the 2029 Annual Meeting. The results of voting were as follows:

  

 Director Nominee

  

 Votes For

  

  

 Votes Withheld

  

  

 Broker Non-Votes

  

 Wayne Burks

  

  

 9,422,745

  

  

  

 509,196

  

  

  

 1,198,610

  

 Jay Madhu

  

  

 6,034,732

  

  

  

 3,897,209

  

  

  

 1,198,610

  

 Peter Politis

  

  

 9,588,304

  

  

  

 343,637

  

  

  

 1,198,610

  

 Anthony Saravanos

  

  

 7,871,151

  

  

  

 2,060,790

  

  

  

 1,198,610

  

  
 Proposal 2. The shareholders approved a proposal to ratify the appointment of Forvis Mazars, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. The results of voting were as follows:
  

 Votes For

  

  

 Votes Against

  

  

 Abstentions

  

  

 Broker Non-Votes

  

  

 11,092,370

  

  

  

 30,572

  

  

  

 7,609

  

  

  

 -

  

 Proposal 3. The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers. The results of voting were as follows:
  

 Votes For

  

  

 Votes Against

  

  

 Abstentions

  

  

 Broker Non-Votes

  

  

 7,121,861

  

  

  

 2,664,859

  

  

  

 145,221

  

  

  

 1,198,610

  

  
  
  
  
  

  
 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.

  

  

  

  

  

  

  

 HCI Group, Inc.

  

  

  

  

 Date: June 12, 2026

  

 By:

 /s/ Andrew L. Graham

  

  

  

 Andrew L. Graham
 General Counsel