Heritage Insurance Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six members of the Board of Directors to serve until the 2027 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Executive Compensation section of the proxy statement.

   More detail

   Proposal asks shareholders to approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy. Management seeks shareholder approval to demonstrate support for its executive pay programs, which include performance-based restricted stock and annual incentive cash awards tied to net operating ratio and ROAE, and to inform future compensation decisions. Context includes strong 2025 performance (record net income and significant equity appreciation) and vesting of 2023 performance awards at maximum, which may influence shareholder views. The board recommends a vote FOR, citing alignment of pay with performance, use of performance metrics and shareholder engagement; the recommendation notes the vote is advisory and will be considered by the Compensation Committee in setting future compensation.

4. 4

   Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation (Say on Frequency

   ManagementBoard: FOR

   Choose whether future advisory votes on executive compensation should occur every one, two, or three years; the Board recommends one year.

   More detail

   The proposal asks shareholders to indicate, on a non-binding basis, how often they prefer the Company hold advisory votes on executive compensation (one, two, or three years). Management recommends annual votes, arguing that yearly feedback provides timely investor input for compensation design and communication. The recommendation reflects the Board's view that more frequent feedback supports alignment with shareholder interests; the vote is non-binding but will inform the Board and Compensation Committee. Context: Dodd-Frank requires providing this choice every six years; the Company has conducted Say on Pay annually and engaged shareholders on compensation.

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When is the Heritage Insurance Holdings Inc 2026 annual meeting?

Heritage Insurance Holdings Inc (HRTG) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Heritage Insurance Holdings Inc 2026 meeting?

The record date for the Heritage Insurance Holdings Inc 2026 meeting is Thursday, April 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Heritage Insurance Holdings Inc's 2026 meeting?

The board is presenting 6 director nominees at the Heritage Insurance Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Heritage Insurance Holdings Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Heritage Insurance Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.