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UIHC > SEC Filings for UIHC > Form 8-K/A on 30-Sep-2013All Recent SEC Filings

Show all filings for UNITED INSURANCE HOLDINGS CORP. | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for UNITED INSURANCE HOLDINGS CORP.


30-Sep-2013

Change in Directors or Principal Officers, Submission of Matter


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2013 Omnibus Incentive Plan

At the 2013 Annual Meeting of Stockholders of United Insurance Holdings Corp. (the Company) on May 17, 2013 (the 2013 Annual Meeting), stockholders approved the Company's 2013 Omnibus Incentive Plan (the 2013 Plan). The 2013 Plan has two complementary purposes: (i) to attract, retain, focus and motivate executives and other selected employees, directors, consultants and advisors and (ii) to increase shareholder value. In furtherance of these objectives, the 2013 Plan will offer participants the opportunity to acquire shares of the Company's common stock, receive monetary payments based on the value of such common stock or receive other incentive compensation on the terms provided in the 2013 Plan.

The 2013 Plan permits the grant of stock options (including incentive stock options), stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, annual cash incentives, long-term cash incentives, dividend equivalent units and other types of stock-based awards, as described in the Company's Definitive Proxy Statement for the 2013 Annual Meeting, which was filed with the Securities and Exchange Commission on April 16, 2013 (the 2013 Proxy Statement).

The full text of the 2013 Plan was filed as Appendix A to the 2013 Proxy Statement, and is incorporated herein by reference.



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

Our 2013 Annual Meeting of Stockholders was held on May 17, 2013, to consider and act upon the five proposals listed below. The final results of the stockholder voting regarding each proposal were as follows:

Proposal 1: Election of the persons named below to serve as Class A Directors for a two-year term that expires at our 2015 Annual Meeting of Stockholders.

                          For        Withheld    Broker Non-Votes
Class A Directors
  Gregory C. Branch    8,045,582    2,053,895           4,490,312
  Kent G. Whittemore   8,045,082    2,054,395           4,490,312
  John L. Forney       8,212,995    1,886,482           4,490,312

Proposal 2: Approval of the Company's 2013 Omnibus Incentive Plan.

For Against Abstained Broker Non-Votes 9,037,502 953,050 108,925 4,490,312

Proposal 3: Ratification of the appointment of McGladrey, LLP as the Company's independent registered public accounting firm for 2013.

For Against Abstained 14,388,926 15,112 185,751


Proposal 4: Advisory vote on the compensation of our named executive officers.

For Against Abstained Broker Non-Votes 9,212,051 778,251 109,175 4,490,312

Proposal 5: Advisory vote on the frequency of holding future advisory votes on the compensation of our named executive officers.

3 Years 2 Years 1 Year Abstained Broker Non-Votes 6,276,318 44,500 3,645,467 133,192 4,490,312

The Company has considered the voting results on Proposal 5, the non-binding stockholder vote on the frequency of holding future advisory votes on the compensation of the Company's named executive officers, and, in view of the voting results and other factors taken into consideration, the Company has decided that it will hold an advisory vote on the compensation of its named executive officers every three years until the next required stockholder advisory vote on the frequency of future advisory votes on executive compensation.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K/A.


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