uihc-20200618
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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 Exchange Act of 1934
Date of report (Date of earliest event reported): June 18, 2020

UNITED INSURANCE HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware001-3576175-3241967
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
800 2nd Avenue S.33701
Saint Petersburg, FL
(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.)

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:
 
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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, $0.0001 par value per shareUIHCNasdaq Stock Market LLC

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

On June 18, 2020, United Insurance Holdings Corp. (the “Company”) announced that its Board of Directors (the “Board”) appointed R. Daniel Peed as Chairman of the Board and Chief Executive Officer, effective July 1, 2020. Mr. Peed will succeed Gregory W. Branch as Chairman of the Board, who will remain a member of the Board and will assume the newly created role of Chairman Emeritus. Mr. Peed will replace John L. Forney as Chief Executive Officer, who notified the Board on June 18, 2020 of his decision to resign from his positions as President, Chief Executive Officer and a member of the Board, effective June 30, 2020.

As Chief Executive Officer of the Company, Mr. Peed will forego any salary or incentive compensation available to other Company officers. Mr. Peed will receive an annual payment of $150,000 for his services as a director and Chairman of the Board, paid prospectively in quarterly payments, in addition to an annual award of 5,000 shares of contingent restricted stock.

Mr. Peed, 57, has served as the Company’s Vice Chairman of the Board since 2017. Mr. Peed is a co-founder of AmRisc, LLC (“AmRisc”), the managing general agent of the Company’s subsidiary American Coastal Insurance Company (“ACIC”). Mr. Peed served as the President and Chief Executive Officer of AmRisc from December 2000 to December 2018, and most recently served as AmRisc’s Non-Executive Vice Chairman effective January 1, 2019 until December 2019. There are no arrangements or understandings pursuant to which Mr. Peed was selected for his position.

Mr. Peed was also recently appointed to the Company’s Compensation and Benefits Committee, although he is resigning from the Compensation and Benefits Committee, effective July 1, 2020.

Certain transactions since the beginning of the Company’s last fiscal year in which the Company was a participant and in which Mr. Peed has an interest that are required to be reported under Item 404(a) of Regulation S-K are described under “Certain Relationships and Related Person Transactions” on page 50 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2020.

The Company anticipates entering into a separation agreement with Mr. Forney in connection with his resignation. The material terms of Mr. Forney’s separation agreement will be disclosed separately when they are finalized.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on June 18, 2020 announcing the appointment and resignation described above. A copy of the press release is furnished hereto as Exhibit 99.1. The information provided pursuant to this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.
         
Exhibit
No.
Description
Press release issued by the Company on June 18, 2020
101 
Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language)
104 
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)
         
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    



  UNITED INSURANCE HOLDINGS CORP.
June 22, 2020By:/s/ B. Bradford Martz
  B. Bradford Martz, Chief Financial Officer
(principal financial officer and principal accounting officer)


Document

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

UNITED INSURANCE HOLDINGS CORP. ANNOUNCES APPOINTMENT OF
R. DANIEL PEED AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER

St. Petersburg, FL – June 18, 2020: United Insurance Holdings Corp. (Nasdaq: UIHC) (UPC Insurance or the Company), a property and casualty insurance holding company, today announced its Board of Directors has appointed R. Daniel Peed as Chairman of the Board of Directors and Chief Executive Officer, effective July 1, 2020. Most recently Mr. Peed was Vice Chairman of the Company’s Board of Directors. Greg Branch, who has served as Chairman of the Board since the Company’s founding in 1999, will remain a member of the Board of Directors and assume the title of Chairman Emeritus effective the same date. Mr. Peed will succeed John L. Forney, who will be stepping down as President and Chief Executive Officer, effective June 30, 2020, to pursue other opportunities.

“I am honored that Greg Branch will serve in the newly created position of Chairman Emeritus, continuing to provide valuable insight and counsel to the Company and the Board of Directors and I am excited to lead the dedicated UPC team,” said Mr. Peed.

Mr. Branch commented, “As Chairman, it has been my privilege to work with John for eight years, and I speak for the Board that we appreciate his tireless and dedicated service. We wish John all the best in pursuit of his new opportunities.” Branch continued, “Over the last three years, it has been my pleasure to work with Dan Peed, and as Chairman Emeritus, I look forward to continuing to work with the Board and Dan to be the premier provider of property insurance in catastrophe-exposed areas.”

Mr. Peed has an extensive background in the insurance marketplace spanning more than 30 years. Mr. Peed was a co-founder of AmRisc, LLC, served as the President and Chief Executive Officer from December 2000 to December 2018, and most recently served as AmRisc, LLC’s Non-Executive Vice Chairman from December 2018 until December 2019. Mr. Peed has been Vice Chairman of the Company’s Board of Directors since the acquisition of American Coastal Insurance Company in April 2017.


About UPC Insurance

Founded in 1999, UPC Insurance is an insurance holding company that sources, writes and services personal and commercial residential property and casualty insurance policies using a group of wholly owned insurance subsidiaries and one majority owned insurance subsidiary through a variety of distribution channels. The Company currently writes policies in Connecticut, Florida, Georgia, Hawaii, Louisiana, Massachusetts, New Jersey, New York, North Carolina, Rhode Island, South Carolina and Texas. From its headquarters in St. Petersburg, UPC Insurance's team of dedicated professionals manages a completely integrated insurance company, including sales, underwriting, customer service and claims.


Forward-Looking Statements

Statements made in this press release may be “forward-looking statements.” These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words such as “may,” “will,” “expect,” "endeavor," "project," “believe,” "plan," “anticipate,” “intend,” “could,” “would,” “estimate” or “continue” or the negative variations thereof or comparable terminology. We believe these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those communicated in these forward-looking statements. Factors



that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements may be found in our filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” section in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date on which they are made, and, except as required by applicable law, we undertake no obligation to update or revise any forward-looking statement.

### #### ###


CONTACT:ORINVESTOR RELATIONS:
United Insurance Holdings Corp.The Equity Group
Jessica StrathmanAdam Prior
Director of Financial ReportingSenior Vice-President
(727) 895-7737 / jstrathman@upcinsurance.com(212) 836-9606 / aprior@equityny.com

v3.20.1
Cover
Jun. 18, 2020
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 18, 2020
Entity Registrant Name UNITED INSURANCE HOLDINGS CORP.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35761
Entity Tax Identification Number 75-3241967
Entity Address, Postal Zip Code 33701
Entity Address, City or Town Saint Petersburg,
Entity Address, Address Line One 800 2nd Avenue S.
Local Phone Number 895-7737
City Area Code (727)
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.0001 par value per share
Trading Symbol UIHC
Security Exchange Name NASDAQ
Entity Address, State or Province FL
Amendment Flag false
Entity Central Index Key 0001401521