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HCI Group, Inc.

For the period ended Jun 10, 2025. Filed Apr 29, 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 10, 2025 · Filed Apr 29, 2025

HCI$186.03-3.1%Stored close · as of Nov 6, 2026
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SCHEDULE 14A

(Rule

14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to 240.14a-12

HCI GROUP, 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.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2025 Annual Meeting and Proxy Statement

April 29, 2025

Dear Fellow Shareholders:

Please join us for the HCI Group, Inc. Annual Meeting of Shareholders on Tuesday, June 10, 2025, at 3:00 p.m. (Eastern time). Doors open at 2:30 p.m. We will host our meeting at HCI’s headquarters located east of downtown Tampa, at 3802 Coconut Palm Drive, Tampa, Florida 33619.

In 2024, HCI continued to execute on several key initiatives and the Company remains on a path to reaching our long-term objectives, including profitable growth and prudent management of our balance sheet. Chief among our initiatives in 2024 was an operational reorganization completed in early 2025 to segregate our software development and data analytics strengths into our company TypTap Insurance Group, Inc., now renamed Exzeo Group, Inc. In this year’s proxy statement, we discuss our financial highlights and frameworks for governance and compensation. We continue to actively seek feedback through our shareholder engagement efforts. The Compensation Committee believes that our compensation plan continues to align with the financial performance of the Company. We look forward to continuing an active dialog with our shareholders through our ongoing outreach efforts.

Our proposals this year include:

•To elect Class B Directors,
•To ratify the appointment of external auditors,
•To approve, on an advisory basis, the compensation of the named executive officers, and
•To approve, on an advisory basis, of the frequency of votes on executive compensation.

We value input from each of our shareholders and encourage you to vote your proxy. Please read the accompanying Proxy Statement and follow the voting instructions it contains so your votes will be counted.

On behalf of the Board of Directors of HCI Group, I thank you for your investment in HCI.

Sincerely,

Chairman of the Board

Chief Executive Officer

3802 Coconut Palm Drive

Tampa, Florida 33619

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Tuesday, June 10, 2025

3 p.m. Eastern time

HCI Corporate Headquarters

3802 Coconut Palm Drive

Tampa, Florida 33619

The Annual Meeting of Shareholders of HCI Group, Inc. will be held at 3 p.m. Eastern time on Tuesday, June 10, 2025 at HCI Corporate Headquarters, 1 st Floor Auditorium, located at 3802 Coconut Palm Drive, Tampa, Florida 33619. Shareholders will be admitted beginning at 2:30 p.m. The principal purposes of the Annual Meeting will be to cover the following items of business:

1.To elect Class B directors
2.To ratify the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2025
3.To approve, on an advisory basis, the compensation of our named executive officers
4.To approve, on an advisory basis, the frequency of votes on executive compensation
5.To transact such other business that may properly come before the meeting or any adjournments or postponements thereof

You may vote if you were a shareholder of record as of April 14, 2025.

Our 2024 Annual Report to Shareholders accompanies this Proxy Statement.

It is important that your shares be represented at the Annual Meeting and voted in accordance with your instructions. Please indicate your instructions by promptly signing and dating the enclosed proxy card and mailing it in the enclosed postage-paid, pre-addressed envelope, or by following the instructions on the proxy card for telephone or internet voting.

By Order of the Board of Directors,

Andrew L. Graham

Secretary and General Counsel

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.