Universal Insurance Holdings, Inc. files DEF 14A with focus on executive compensation and equity awards.

TL;DR

<b>Universal Insurance Holdings, Inc. files DEF 14A detailing executive compensation and equity award valuations for 2020-2022.</b>

AI Summary

UNIVERSAL INSURANCE HOLDINGS, INC. (UVE) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. The filing is a DEF 14A, indicating it's a proxy statement for the annual meeting of shareholders. It covers the fiscal year ending December 31, 2023. The company is Universal Insurance Holdings, Inc., headquartered in Fort Lauderdale, FL. The filing details various aspects of equity awards, including fair value, changes in value, and year-end valuations for both PEO and Non-PEO members. Specific data points relate to the fair value of equity awards granted and vested, as well as year-end values of outstanding and unvested awards for the years 2020, 2021, and 2022.

Why It Matters

For investors and stakeholders tracking UNIVERSAL INSURANCE HOLDINGS, INC., this filing contains several important signals. Shareholders need to review executive compensation details and equity award valuations to understand how management is incentivized and how their compensation aligns with company performance. This filing provides crucial information for shareholders to make informed voting decisions on executive compensation plans and director elections at the upcoming annual meeting.

Risk Assessment

Risk Level: medium — UNIVERSAL INSURANCE HOLDINGS, INC. shows moderate risk based on this filing. The filing is a routine proxy statement (DEF 14A) which typically contains standard disclosures about executive compensation and corporate governance, but lacks specific financial performance data or significant operational updates that would indicate a higher risk.

Analyst Insight

Shareholders should carefully review the executive compensation tables and the details of equity awards to assess alignment with company performance and vote accordingly on related proposals.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period covered by the report)
• 2024-04-26 — Filing Date (Date the DEF 14A was filed)
• 2020-01-01 to 2022-12-31 — Equity Award Data Period (Years for which detailed equity award information is provided)

Key Players & Entities

• UNIVERSAL INSURANCE HOLDINGS, INC. (company) — Filer name
• Fort Lauderdale, FL (location) — Company headquarters
• 1934 Act (regulation) — SEC Act under which the filing is made
• 2024-04-26 (date) — Filing date
• 2023-12-31 (date) — Fiscal year end

FAQ

Risk Factors

• Regulatory Compliance [medium — regulatory]: The company must comply with various insurance regulations, which can change and impact operations.
• Insurance Market Conditions [medium — market]: The company operates in a competitive insurance market subject to fluctuations in premiums, claims, and economic conditions.
• Catastrophe Losses [high — financial]: As an insurance provider, the company is exposed to significant financial losses from natural catastrophes.

Industry Context

Universal Insurance Holdings, Inc. operates within the fire, marine, and casualty insurance sector, a highly regulated industry sensitive to economic conditions and catastrophic events.

Regulatory Implications

The company is subject to state-specific insurance regulations and oversight from bodies like the SEC, requiring adherence to reporting and operational standards.

What Investors Should Do

1. Review the detailed executive compensation disclosures, including salary, bonuses, and stock awards.
2. Analyze the information on equity awards granted, vested, and outstanding to understand potential dilution and management incentives.
3. Examine the company's risk factors section for potential impacts on future performance and operations.

Key Dates

• 2024-04-26: Filing Date — This is the date the DEF 14A proxy statement was officially submitted to the SEC.
• 2023-12-31: Fiscal Year End — This date marks the end of the reporting period for the financial information discussed in the filing.

Year-Over-Year Comparison

This filing is a DEF 14A, a proxy statement, which typically focuses on corporate governance and executive compensation rather than providing year-over-year financial performance comparisons like an 8-K or 10-K.

Key Financial Figures

• $1.9 billion — rect written premiums increased 4.1% to $1.9 billion. Total revenue increased 13.8% to $1.
• $1.4 billion — ion. Total revenue increased 13.8% to $1.4 billion; core revenue increased 11.8% to $1.4 b
• $2.22 — Diluted earnings per common share of $2.22 and adjusted diluted earnings per commo
• $1.95 — ed diluted earnings per common share of $1.95.* Return on average common equity of
• $50 million — ur digital agency subsidiary, surpassed $50 million in placed premiums. UPCIC filed its i
• $2.61 billion — ance tower for a Florida first event of $2.61 billion. Total unrestricted cash and invested
• $1.6 billion — nrestricted cash and invested assets of $1.6 billion as of year-end. Focus on customers, e
• $5,250 — y employee is eligible to receive up to $5,250 annually to enroll in courses, programs
• $7M — ares, our organization distributed over $7M in grants, partnerships, and sponsorshi
• $0 — and paid dividends per common share of $0.77, including a $0.13 special dividend
• $0.13 — per common share of $0.77, including a $0.13 special dividend in December. Repurch
• $22.0 million — million shares at an aggregate cost of $22.0 million. In total, returned $45.6 million to
• $45.6 million — of $22.0 million. In total, returned $45.6 million to shareholders through share repurchas

Filing Documents

• d707153ddef14a.htm (DEF 14A) — 1252KB
• g707153dsp001.jpg (GRAPHIC) — 214KB
• g707153dsp002.jpg (GRAPHIC) — 122KB
• g707153g01q85.jpg (GRAPHIC) — 84KB
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• g707153g12a03.jpg (GRAPHIC) — 62KB
• g707153g13a01.jpg (GRAPHIC) — 58KB
• g707153g14a00.jpg (GRAPHIC) — 66KB
• g707153g14a02.jpg (GRAPHIC) — 71KB
• g707153g14a03.jpg (GRAPHIC) — 61KB
• g707153g15a01.jpg (GRAPHIC) — 62KB
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• g707153g60g60.jpg (GRAPHIC) — 91KB
• g707153g60g61.jpg (GRAPHIC) — 86KB
• g707153g74h14.jpg (GRAPHIC) — 19KB
• 0001193125-24-118047.txt (&nbsp;) — 6585KB
• uve-20231231.xsd (EX-101.SCH) — 5KB
• uve-20231231_def.xml (EX-101.DEF) — 5KB
• uve-20231231_lab.xml (EX-101.LAB) — 6KB
• uve-20231231_pre.xml (EX-101.PRE) — 4KB
• d707153ddef14a_htm.xml (XML) — 321KB

From the Filing

DEF 14A Table of Contents 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 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 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 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 Table of Contents 1110 West Commercial Boulevard, Fort Lauderdale, Florida 33309 (954) 958-1200 April 26, 2024 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 13, 2024 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; Approval of the Amended and Restated Universal Insurance Holdings, Inc. 2021 Omnibus Incentive Plan; 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 2024; 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 Table of Contents UNIVERSAL INSURANCE HOLDINGS, INC. 1110 West Commercial Boulevard Fort Lauderdale, Florida 33309 (954) 958-1200 www.universalinsuranceholdings.com NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS Proposals of Business Date and Time Place Record Date Thursday, June 13, 2024 9:00 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 15, 2024 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 Approval of the Amended and Restated Universal Insurance Holdings, Inc. 2021 Omnibus Incentive Plan 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 2024 fiscal year Such other business as may properly come before the meeting or any adjournment or postponement thereof 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 April 26, 2024 Table of Contents 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 20 Director Compensation 22 Information About Our Executive Officers 23 PROPOSAL 2: APPROVAL OF THE AMENDED AND RESTATED UNIVERSAL INSURANCE HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN 24 Key Features of the Amended and Restated 2021 Plan 25 Equity C

View Full Filing

View this DEF 14A filing on SEC EDGAR