UNITED INSURANCE HOLDINGS CORP. | ||||
(Exact name of registrant as specified in its charter) | ||||
Delaware | 001-35761 | 75-3241967 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
800 2nd Avenue S. Saint Petersburg, FL | 33701 | |||
(Address of principal executive offices) | (Zip Code) | |||
(727) 895-7737 | ||||
(Registrant's telephone number, including area code) | ||||
(Former name or former address, if changed since last report.) |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common stock, $0.0001 par value per share | UIHC | Nasdaq Stock Market LLC |
• | Provides in Article II, Section 6, that the stockholder voting standard for matters other than the election of directors is the vote of a majority of the shares represented in person or by proxy and entitled to vote for such matter, consistent with the Company’s certificate of incorporation. |
• | Adds a new advance notice provision in Article II, Section 11, which provides that stockholders may make nominations of candidates for election as directors or bring other business before an annual or special meeting of stockholders, subject to the information, timing and other requirements set forth therein. |
• | Modifies the provision addressing special meetings of stockholders in Article II, Section 3 to allow holders of at least a majority of the Company’s outstanding shares of common stock to request that the Secretary call a special meeting of stockholders, as long as such shares have been owned of record continuously for a period of at least one year prior to the date of the request and subject to the information, timing and other requirements set forth therein. Prior to this modification, the special meeting provision did not include the continuous ownership requirement and certain other requirements set forth in Article II, Section 3. |
• | Modifies the provision addressing stockholder action by written consent in Article II, Section 9 to require (among other things) that stockholders seeking action by written consent: (i) request that the Board of Directors set a record date, (ii) disclose the text of the action proposed to be taken, and (iii) own at least 25% of all outstanding shares of the Company’s common stock. Prior to this modification, stockholders could act by written consent of the holders of shares having at least the minimum number of votes required to authorize the action at a meeting at which all shares entitled to vote were present and voted. |
• | Eliminates the ability of directors to be removed for cause by the Board of Directors. |
• | Adds a new provision in Article III, Section 5, which provides that directors may be removed for cause only by the vote of the holders of a majority of the outstanding shares of common stock of the Company. |
• | Modifies the advancement of expenses provision in Article VIII, Section 5 to provide for the mandatory advancement of expenses for directors and officers. Prior to such modification, the advancement of expenses for directors and officers was permissive. |
• | Adds a new exclusive forum provision in Article X to designate courts located in Delaware as the exclusive forum for derivative actions or proceedings brought on behalf of the Company, fiduciary duty claims, claims against the Company or any of its directors, officers or employees arising pursuant to the Delaware General Corporation Law or the Company’s governing documents, and internal affairs claims arising under Delaware law. |
Exhibit No. | Description | |
Amended and Restated Bylaws of United Insurance Holdings Corp. effective April 22, 2020 |
UNITED INSURANCE HOLDINGS CORP. | ||
April 23, 2020 | By: | /s/ B. Bradford Martz |
B. Bradford Martz, Chief Financial Officer (principal financial officer and principal accounting officer) |