UNIVERSAL INSURANCE HOLDINGS, INC.
For the period ended Jun 12, 2025. Filed Apr 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2025 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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UNIVERSAL INSURANCE HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11 |
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1110 West Commercial Boulevard, Fort Lauderdale, Florida 33309
(954)958-1200
Dear Fellow Shareholder:
On behalf of your Board of Directors, I am pleased to invite you to attend the Annual Meeting of Shareholders of Universal Insurance Holdings, Inc. The meeting will be held at 9:00 a.m., Eastern Time, on June 12, 2025 at the Boca Raton Resort & Club, 501 E. Camino Real, Boca Raton, Florida.
Enclosed you will find a notice setting forth the matters to be acted on at the meeting, which include:
| • | Election of the 12 nominees for director named in the accompanying Proxy Statement; |
| • | Advisory vote to approve the compensation of our named executive officers; |
| • | Ratification of the appointment of our independent registered public accounting firm for fiscal year 2025; and |
| • | Such other business as may properly come before the meeting or any adjournment or postponement thereof. |
It is important that your shares be represented and voted at the meeting. We encourage you to submit your proxy over the internet or by telephone in advance of the meeting. If you received your proxy materials by mail, you can also submit your proxy by mail by using the proxy card that was mailed to you. Instructions for these convenient ways to vote are set forth on both the Notice of Internet Availability of Proxy Materials and the proxy card. If you are a beneficial owner of shares held in street name, please follow the instructions to vote provided by your bank, broker or other nominee as indicated on the voting instruction card. Even if you submit your proxy prior to the meeting, you will still be able to attend the meeting and vote your shares in person, as further described in the accompanying Proxy Statement.
Sincerely,
Sean P. Downes
Executive Chairman of the Board
UNIVERSAL INSURANCE HOLDINGS, INC.
1110 West Commercial Boulevard
Fort Lauderdale, Florida 33309
(954) 958-1200
www.universalinsuranceholdings.com
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
| Proposals of Business | ||
| Date and Time Place Record Date | Thursday, June 12, 20259:00 a.m., Eastern Time Boca Raton Resort & Club 501 E. Camino Real Boca Raton, Florida Only shareholders of record at the close of business on April 14, 2025 are entitled to receive notice of, and to vote at, the meeting. | ◾ Election of twelve director nominees named in the Proxy Statement to our Board of Directors ◾ Advisory vote to approve the compensation of our Named Executive Officers ◾ Ratification of the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for the 2025 fiscal year ◾ Such other business as may properly come before the meeting or any adjournment or postponement thereof |
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Proxy Voting Please vote promptly. You can vote your shares in advance of the meeting via the internet, by telephone or, if you received a printed set of the proxy materials, by signing, dating and returning the proxy card in the postage-paid envelope provided. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option as further described in the Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Gary Lloyd Ropiecki,
Secretary and Principal Accounting Officer
Fort Lauderdale, Florida
TABLE OF CONTENTS
| PROXY SUMMARY | 2 |
|---|---|
| PROPOSAL 1: ELECTION OF DIRECTORS | 8 |
| Director Nominees | 8 |
| Board Membership Criteria and Nominations | 14 |
| Corporate Governance Framework | 16 |
| Committees and Committee Chairs | 21 |
| Director Compensation | 22 |
| Information About Our Executive Officers | 23 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 25 |
| Compensation Discussion and Analysis | 25 |
| 2024 Say on Pay | 25 |
| Compensation Philosophy and Key Considerations in Setting Compensation | 26 |
| Executive Compensation Governance Best Practices | 26 |
| 2024 CEO and Other NEO Pay Mix | 27 |
| Executive Chairman’s Role | 27 |
| 2024 Compensation Components | 28 |
| Compensation Committee Report | 31 |
| 2024 Summary Compensation Table | 32 |
| 2024 All Other Compensation Table | 32 |
| 2024 Grants of Plan-Based Awards | 33 |
| 2024 Outstanding Equity Awards at Fiscal Year-End | 34 |
| Options Exercised and Stock Vested | 35 |
| Employment Agreements and Potential Payments Upon Termination or Change in Control | 35 |
| 2024 Potential Payments Upon Termination or Change in Control Table | 39 |
| CEO Pay Ratio | 40 |
| Pay Versus Performance | 41 |
| PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 45 |
| Independent Auditor | 45 |
| Policy on Audit Committee Preapproval of Audit and Permissible Non-Audit Services | 45 |
| Accounting Fees and Services | 45 |
| Audit Committee Report | 46 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 47 |
| BENEFICIAL OWNERSHIP | 48 |
| Ownership of Series A Preferred Stock | 48 |
| Ownership of Common Stock | 49 |
| INFORMATION ABOUT ANNUAL MEETING AND VOTING PROCEDURES; SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 51 |
| OTHER MATTERS | 55 |
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (“Board”) of Universal Insurance Holdings, Inc., a Delaware corporation (“Company,” “Universal” or “UVE”), of proxies to be voted at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”), to be held at the Boca Raton Resort & Club, 501 E. Camino Real, Boca Raton, Florida, on Thursday, June 12, 2025, at 9:00 a.m., Eastern Time, and at any and all postponements or adjournments thereof, for the proposals of business set forth in the accompanying Notice of 2025 Annual Meeting of Shareholders. This Proxy Statement, Notice of 2025 Annual Meeting of Shareholders, accompanying proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) are available athttp://www.proxydocs.com/UVE.
To reduce our costs and decrease the environmental impact of our proxy materials, in lieu of mailing our proxy materials, we will send a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain of our shareholders containing instructions on how to access our proxy materials online. If you receive a Notice, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review the proxy materials online and on how to submit your proxy online. If you received a Notice and would like to receive a copy of our proxy materials, follow the instructions contained in the Notice to request a copy electronically or in paper form. The Notice and printed copies of our proxy materials, as applicable, are being mailed to shareholders on April 25, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.