Heritage Insurance (NYSE: HRTG) reports 2026 shareholder vote and auditor ratification

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8-K Event Classification

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Key Terms

What did Heritage Insurance (HRTG) shareholders decide at the June 10, 2026 annual meeting?

Which directors were elected to Heritage Insurance (HRTG)’s board in 2026 and for how long?

How did Heritage Insurance (HRTG) shareholders vote on the 2026 auditor ratification?

What were the results of Heritage Insurance (HRTG)’s 2026 say-on-pay advisory vote?

How often will Heritage Insurance (HRTG) hold future advisory votes on executive compensation?

When and where was Heritage Insurance (HRTG)’s 2026 annual meeting held?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Heritage Insurance Holdings, Inc. reported the results of its annual meeting of stockholders held on June 10, 2026. Stockholders elected six directors to serve until the 2027 annual meeting, including Panagiotis (Pete) Apostolou, Irini Barlas, Ernie Garateix, Joseph Vattamattam, Paul L. Whiting, and Richard Widdicombe.

Stockholders ratified the appointment of Plante & Moran, PLLC as independent registered public accounting firm for the year ending December 31, 2026, with 22,960,126 votes for. They also approved, on an advisory basis, executive compensation and supported holding future say-on-pay votes every one year.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Meeting date: June 10, 2026 Votes for auditor: 22,960,126 votes Votes for say-on-pay: 16,268,417 votes +3 more

6 metrics

Meeting date June 10, 2026 Annual meeting of stockholders

Votes for auditor 22,960,126 votes Ratification of Plante & Moran, PLLC

Votes for say-on-pay 16,268,417 votes Advisory approval of executive compensation

One-year frequency votes 15,365,458 votes Frequency of future say-on-pay advisory votes

Broker non-votes (say-on-pay) 5,508,690 votes Advisory executive compensation proposal

Votes for Ernie Garateix 17,019,685 votes Election as director until 2027 meeting

broker non-votes, independent registered public accounting firm, advisory basis, frequency of future advisory votes, +1 more

5 terms

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers"

frequency of future advisory votes financial

"the frequency of future advisory votes on the compensation of the Company’s named executive officers"

named executive officers financial

"the compensation of the Company’s named executive officers was as follows"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

06/11/2026 - 04:10 PM

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

Date of report (Date of earliest event reported): June 10, 2026

HERITAGE INSURANCE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-36462

45-5338504

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1401 N. Westshore Blvd

Tampa, Florida

33607

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (727) 362-7200

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 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, par value $0.0001 per share

HRTG

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

Heritage Insurance Holdings, Inc. (the “Company”) held its annual meeting of stockholders on June 10, 2026 (the “Annual Meeting”). The matters 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 2027 annual meeting of stockholders, as follows:


	FOR		WITHHELD		BROKER NON- VOTES
Panagiotis (Pete) Apostolou		14,587,912		3,000,935		5,508,690
Irini Barlas		16,311,396		1,277,451		5,508,690
Ernie Garateix		17,019,685		569,162		5,508,690
Joseph Vattamattam		17,311,716		277,131		5,508,690
Paul L. Whiting		16,699,466		889,381		5,508,690
Richard Widdicombe		16,460,212		1,128,635		5,508,690

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, 2026 was approved as follows:


FOR	AGAINST	ABSTAIN
22,960,126	63,723	73,688

Proposal No. 3: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The results of the vote to approve, on an advisory basis, the compensation of the Company’s named executive officers was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-

VOTES

16,268,417

1,049,362

271,068

5,508,690

Proposal No. 4: Approval, on Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

The results of the vote to approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers was as follows:

ONE YEAR

TWO YEARS

THREE YEARS

ABSTAIN

BROKER NON-

VOTES

15,365,458

91,456

1,888,824

243,109

5,508,690

SIGNATURES

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.

Source: View Original Filing on SEC EDGAR

Shareholders elected six directors, ratified Plante & Moran, PLLC as auditor, approved executive compensation on an advisory basis, and supported holding future advisory votes on pay every one year. These decisions maintain the company’s existing governance and oversight structure.

Shareholders elected Panagiotis (Pete) Apostolou, Irini Barlas, Ernie Garateix, Joseph Vattamattam, Paul L. Whiting, and Richard Widdicombe. Each will serve as a director until the 2027 annual meeting of stockholders, continuing the company’s established board composition for another year.

Shareholders ratified Plante & Moran, PLLC as the independent registered public accounting firm for the year ending December 31, 2026, with 22,960,126 votes for, 63,723 against, and 73,688 abstentions. This confirms continued engagement of the same audit firm.

The advisory vote on compensation for named executive officers received 16,268,417 votes for, 1,049,362 against, and 271,068 abstentions, with 5,508,690 broker non-votes. This indicates stockholder approval of the company’s disclosed executive pay program for the covered period.

Shareholders expressed a preference for holding future advisory votes on executive compensation every one year, with 15,365,458 votes for one-year frequency. Alternatives of two and three years received significantly fewer votes, guiding the company’s future say-on-pay schedule.

The annual meeting of stockholders was held on June 10, 2026. Heritage Insurance Holdings, Inc. lists its principal executive offices at 1401 N. Westshore Blvd, Tampa, Florida 33607, which provides context for the company’s primary corporate location and operations.

HERITAGE INSURANCE HOLDINGS, INC.

Date: June 11, 2026

/s/ Kirk Lusk

Kirk Lusk

Chief Financial Officer

3 documents