Heritage Insurance Holdings, Inc.
For the period ended Jun 10, 2026. Filed Apr 30, 2026.
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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, 2026 · Filed Apr 30, 2026
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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 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 Pursuant to §240.14a-12 |
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Heritage Insurance Holdings, Inc.
(Name of Registrant as Specified in its Charter)
N/A
(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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Heritage Insurance Holdings, Inc.
1401 N Westshore Blvd,
Tampa, Florida 33607
April 30, 2026
To Our Stockholders:
On behalf of the Board of Directors and management of Heritage Insurance Holdings, Inc., we cordially invite you to attend the annual meeting of stockholders to be held on Wednesday, June 10, 2026 at 10:00 a.m. ET. Our annual meeting will be held as a “hybrid meeting” which means that we will host the meeting in person at The Grand Hyatt Tampa, 2900 Bayport Drive, Tampa, Florida 33607 and also enable remote participation, including voting, via the Internet. Accordingly, you will be able to attend the annual meeting virtually and vote and submit questions by visiting meetnow.global/MLWAMA4.
The following pages contain the formal notice of the annual meeting, the proxy statement and the proxy card. Please review this material for information concerning the business to be conducted at the meeting including the nominees for election as directors. You may also find electronic copies of these documents online at http://www.edocumentview.com/HRTG.
The purpose of the meeting is to consider and vote upon proposals to (i) elect six directors, (ii) ratify the appointment of our independent registered public accounting firm for 2026, (iii) approve, on an advisory basis, the compensation of our named executive officers, (iv) approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers and (v) transact such other business as may properly come before the meeting.
Whether or not you plan to attend the meeting, your vote is important. We encourage you to vote in advance of the meeting by telephone, by Internet or by signing, dating and returning your proxy card by mail. You may also vote by attending the meeting in person or virtually at meetnow.global/MLWAMA4. Full instructions for attending the meeting are contained in the proxy statement and in the enclosed proxy card.
Sincerely yours,
Richard Widdicombe
Chairman
We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about April 30, 2026.
This proxy statement and our 2025 Annual Report are available online at
http://www.edocumentview.com/HRTG
NOTICE OF 2026 ANNUAL MEETING
OF STOCKHOLDERS
OF HERITAGE INSURANCE HOLDINGS, INC.
| Date and Time: | Wednesday, June 10, 2026 at 10:00 a.m. ET. |
|---|---|
| Location: | (1) In person at The Grand Hyatt Tampa, 2900 Bayport Drive, Tampa, Florida 33607; and (2) Virtually via live audio webcast at meetnow.global/MLWAMA4. |
| Admission: | Only stockholders of Heritage Insurance Holdings, Inc. (the “Company”) or their duly authorized proxies may attend the annual meeting. If you plan to attend the meeting in person, you must present photo identification, such as a driver’s license when you arrive. Beneficial owners must also provide evidence of Company common stock holdings, such as a recent brokerage account or bank statement. If you plan to attend the meeting virtually, you may do so by visiting the link meetnow.global/MLWAMA4. By visiting this link, you will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting. To participate in the annual meeting, you will need the 15-digit control number that appears on your proxy card or the instructions that accompanied your proxy materials. Beneficial owners will not be able to use their broker issued control number to access the meeting. Beneficial owners will need to register at least three business days prior to the annual meeting in order to attend the meeting virtually. For more instructions, please refer to the section “Annual Meeting Procedures” on page 5. |
| Record Date: | April 16, 2026 |
| Voting: | Each share of common stock entitles you to one vote on each matter to be voted on at the annual meeting. Cumulative voting is not permitted. |
| Items of Business: | (1) To elect six members of the Board of Directors to serve until the 2027 Annual Meeting of Stockholders or until their respective successors are elected and qualified; (2) To ratify the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026; (3) To approve, on an advisory basis, the compensation of our named executive officers; (4) To approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; and (5) To transact such other business as may properly come before the meeting. |
EVEN IF YOU CANNOT ATTEND THE ANNUAL MEETING, PLEASE TAKE THE TIME TO PROMPTLY VOTE YOUR SHARES BY CAREFULLY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU WISH TO VOTE USING A PAPER PROXY CARD, PLEASE SIGN, DATE AND RETURN THE PROXY CARD IN THE RETURN ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED.
Important Notice of Internet Availability of Proxy Materials for the Annual Meeting to be Held on June 10, 2026: The Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at http://www.edocumentview.com/HRTG.
PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.
Items to be Voted on at the 2026 Annual Meeting of Stockholders
| Proposals | Board of Directors’Recommendation | |
|---|---|---|
| PROPOSAL 1 | Elect six members of the Board of Directors to serve until the 2027 Annual Meeting of Stockholders or until their respective successors are elected and qualified | FOR |
| PROPOSAL 2 | Ratify the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 | FOR |
| PROPOSAL 3 | Approve, on an advisory basis, the compensation of our named executive officers, which we refer to as “Say on Pay” | FOR |
| PROPOSAL 4 | Approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers, which we refer to as “Say on Frequency” | ONE YEAR |
Director Nominees
| Committee Memberships | |||||
| Name | Director Since | Independent | AC | CC | CGN |
|---|---|---|---|---|---|
| Ernie Garateix (CEO) | 2020 | No | |||
| Richard Widdicombe (Chairman) | 2012 | Yes | |||
| Pete Apostolou | 2012 | Yes | M | C | |
| Irini Barlas | 2014 | Yes | C, F | M | |
| Joseph Vattamattam | 2014 | Yes | M, F | M | |
| Paul L. Whiting | 2023 | Yes | M, F | C | M |
| AC: | Audit Committee | CGN: | Corporate Governance and Nominating Committee |
|---|---|---|---|
| CC: | Compensation Committee | M: | Member |
| C: | Chair | F: | Financial Expert |
Shareholder Engagement
In 2025, we continued our proactive shareholder outreach efforts and actively engaged with our institutional investors on a variety of corporate governance matters, including the alignment of our executive compensation program with the interests of our shareholders. We held targeted investor meetings on a variety of these matters, continued our assertive outreach campaign and executed on our strategy to attract new categories of investors to broaden our shareholder base.
Our investor relations efforts have been geared toward invigorating investor interest through strategic engagement, transparent financial communication, and a commitment to keeping investor relations materials current and compelling. We welcome the opportunity to engage with our shareholders on matters important to them and take that feedback into account in our decision-making process.
Corporate Governance
We are committed to high standards of ethical and business conduct and strong corporate governance practices. This commitment is highlighted by the practices described below.
| What We Do | What We Don’t Do |
|---|---|
| Over 75% of the directors are independent | No shareholder rights plan, commonly known as a “poison pill” |
| Board Committees comprised entirely of independent directors | Limited perquisites |
| Directors elected annually for one-year terms | No stock options granted below fair market value |
| Short and long-term incentives designed to deliver long-term growth and drive shareholder value | No special supplemental executive retirement programs or pensions |
| Maintain a compensation program that is heavily performance-based and uses multiple performance measures | No repricing or backdating of stock options without shareholder approval |
| Compensation benchmarked to peer and market data during compensation decision-making process | No acceleration of vesting of equity awards in connection with terminations, absent a change in control |
| Utilize independent compensation consultant reporting directly to the Compensation Committee | No tax gross-ups on perquisites |
| No liberal change in control definition in equity plans or employment agreements |
Progress on Strategic Initiatives
Strategic Profitability Initiatives
We have focused on three main strategic initiatives aimed at achieving consistent long-term quarterly earnings and driving shareholder value, including:
| • | Generating underwriting profit through rate adequacy and more selective underwriting |
| • | Allocating capital to products and geographies that maximize long-term returns |
| • | Targeting a balanced and diversified portfolio |
Fulfilled Strategic Profitability Initiatives in 2025
| • | Re-opened profitable geographies and allocated capital to sustain profits and margin on a measured basis |
| • | Persistent underwriting discipline and focus on rate adequacy, with rate adequacy achieved in over 90% of our territories as of December 31, 2025 |
| • | Continued data driven analytics |
| • | Enhanced customer service and claims capabilities |
| • | Leveraged infrastructure and capabilities to foster future growth |
Proxy Statement for the Annual Meeting of Stockholders of
HERITAGE INSURANCE HOLDINGS, INC.
To Be Held on June 10, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.