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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, 2025

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) 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))

 

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

HCI

NYSE

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

We held our Annual Meeting of Shareholders on June 10, 2025. Four matters were voted upon at the meeting: (1) the election of two Class B directors; (2) the ratification of the appointment of FORVIS MAZARS, LLP as our independent registered public accounting firm for the year ending December 31, 2025; (3) approval, on an advisory basis, of the compensation of our named executive officers; and (4) approval, on an advisory basis, of the frequency of voting on executive compensation.

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.

 

 

Director Nominee

 

For

 

Withheld

Paresh Patel

 

8,630,420

 

167,830

Gregory Politis

 

8,551,682

 

246,568

 

 

 

 

 

 

 

 

 

 

The number of votes cast for, against and abstaining in the second matter voted upon appear below.

 

 

 

For

 

Against

 

Abstain

Ratification of the appointment of FORVIS MAZARS, LLP, as our independent registered public accounting firm for the year ending December 31, 2025.

 

 

 

9,431,073

 

 

 

14,742

 

 

 

2,293

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

Approval, on an advisory basis, of the compensation of our named executive officers.

 

 

6,008,850

 

 

2,773,591

 

 

15,806

 

 

676,749

 

The number of votes cast for and abstaining in the fourth matter voted upon appear below.

 

 

 

 

1 year

 

 

2 years

 

 

3 years

 

 

Abstain

Approval, on an advisory basis, of the frequency of voting on executive compensation.

 

 

7,685,490

 

 

21,948

 

 

1,088,642

 

 

2,174

 


 

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: June 13, 2026

 

 

 

HCI GROUP, INC.

 

 

BY:

/s/ Andrew L. Graham

 

Name: Andrew L. Graham

Title: General Counsel