HCI Group (HCI) investors back board slate, auditor choice and say-on-pay

Rhea-AI Filing Summary

HCI Group, Inc. reported the results of its annual shareholder meeting held on June 10, 2026. Shareholders elected Wayne Burks as a Class B director until the 2028 annual meeting, and Jay Madhu, Peter Politis, and Anthony Saravanos as Class C directors until the 2029 annual meeting. Vote totals for the director elections ranged from 6,034,732 to 9,588,304 shares in favor, with additional withheld votes and broker non-votes recorded for each nominee.

Shareholders also ratified Forvis Mazars, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026, with 11,092,370 votes for and limited opposition. In addition, shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 7,121,861 votes for, 2,664,859 against, 145,221 abstentions, and 1,198,610 broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Wayne Burks: 9,422,745 votes Votes for Jay Madhu: 6,034,732 votes Votes for Peter Politis: 9,588,304 votes +4 more

7 metrics

Votes for Wayne Burks 9,422,745 votes Director election at June 10, 2026 annual meeting

Votes for Jay Madhu 6,034,732 votes Director election at June 10, 2026 annual meeting

Votes for Peter Politis 9,588,304 votes Director election at June 10, 2026 annual meeting

Votes for Anthony Saravanos 7,871,151 votes Director election at June 10, 2026 annual meeting

Auditor ratification for votes 11,092,370 votes Ratification of Forvis Mazars, LLP for 2026

Say-on-pay votes for 7,121,861 votes Advisory approval of executive compensation

Say-on-pay votes against 2,664,859 votes Advisory approval of executive compensation

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, named executive officers

4 terms

broker non-votes financial

"The results of voting were as follows ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratify the appointment of Forvis Mazars, LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers."

named executive officers financial

"the compensation of the Company's named executive officers."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false000140081000014008102026-06-102026-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (or Date of Earliest Event Reported): June 10, 2026

HCI Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Florida		001-34126		20-5961396
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

3802 Coconut Palm Drive
Tampa, Florida 33619
(Address of Principal Executive Offices)

(813) 849-9500

(Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	HCI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

(a)On June 10, 2026, HCI Group, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). The matters voted upon at the Annual Meeting and the final results of such voting are set forth below in (b). A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2026.

(b)Proposal 1. The shareholders approved a proposal to elect Wayne Burks to the Board of Directors as a Class B director until the 2028 Annual Meeting and to elect Jay Madhu, Peter Politis, and Anthony Saravanos to the Board of Directors as Class C directors until the 2029 Annual Meeting. The results of voting were as follows:

Director Nominee		Votes For				Votes Withheld				Broker Non-Votes
Wayne Burks			9,422,745				509,196				1,198,610
Jay Madhu			6,034,732				3,897,209				1,198,610
Peter Politis			9,588,304				343,637				1,198,610
Anthony Saravanos			7,871,151				2,060,790				1,198,610

Proposal 2. The shareholders approved a proposal to ratify the appointment of Forvis Mazars, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. The results of voting were as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	11,092,370				30,572				7,609				-

Proposal 3. The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers. The results of voting were as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	7,121,861				2,664,859				145,221				1,198,610

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		HCI Group, Inc.
Date: June 12, 2026		By:	/s/ Andrew L. Graham
			Andrew L. Graham General Counsel

FAQ

What did HCI (HCI) shareholders decide at the June 2026 annual meeting?

HCI shareholders elected four directors, ratified Forvis Mazars, LLP as auditor for 2026, and approved executive compensation on an advisory basis. Each proposal received more votes in favor than against, indicating overall shareholder support for current governance and compensation structures.

Which directors were elected to HCI (HCI)’s board and for how long?

Shareholders elected Wayne Burks as a Class B director until the 2028 annual meeting and Jay Madhu, Peter Politis, and Anthony Saravanos as Class C directors until the 2029 annual meeting. Each nominee received millions of votes in favor, with varying withheld votes and broker non-votes.

Did HCI (HCI) shareholders approve the company’s auditor for 2026?

Yes. Shareholders ratified Forvis Mazars, LLP as HCI’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received 11,092,370 votes for, 30,572 against, and 7,609 abstentions, with no broker non-votes reported on this item.

How did HCI (HCI) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of HCI’s named executive officers on an advisory basis. The say-on-pay vote received 7,121,861 votes for, 2,664,859 against, and 145,221 abstentions, along with 1,198,610 broker non-votes, reflecting majority support for the company’s pay practices.

What are broker non-votes in the HCI (HCI) annual meeting results?

Broker non-votes occur when brokers hold shares for clients but lack voting instructions on non-routine items. For HCI’s 2026 meeting, broker non-votes appeared in the director elections and executive compensation proposal, including 1,198,610 broker non-votes on each of those items.

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 28.6 KB