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
JULY 31, 2005
-------------
Date of report (Date of earliest event reported)
UNIVERSAL INSURANCE HOLDINGS, INC.
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-20848 65-0231984
------------------------ ----------------------- ------------------
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation or organization) Identification No.)
1110 W. Commercial Blvd. Suite 100, Fort Lauderdale, Florida 33309
------------------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (954) 958-1200
-----------------------------
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 communication 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)).
ITEM 5.02 DEPARTURE OF DIRECTORS OR EXECUTIVE OFFICERS; ELECTION OF DIRECTORS;
--------------------------------------------------------------------
APPOINTMENT OF PRINCIPAL OFFICERS
---------------------------------
On July 31, 2005, the Board of Directors of the Universal Insurance
Holdings, Inc. (the "Company") appointed Sean Downes to the position of Chief
Operating Officer and Senior Vice President of the Company. Mr. Downes, 33, has
served as Chief Operating Officer and a Director of Universal Property &
Casualty Insurance Company, a significant operating subsidiary of the Company,
since July 2003. Mr. Downes was Chief Operating Officer of Universal Adjusting
Corporation from July 1999 to July 2003. Before joining the Company in July
1999, Mr. Downes was Vice President of Dennis Downes and Associates, a
multi-line insurance adjustment corporation.
The employment agreement for Mr. Downes, effective on January 1, 2005,
provides that he will serve as Chief Operating Officer and Senior Vice President
of the Company until December 31, 2008 unless the term is extended by the
Company. The agreement provides for an annual base salary, which shall be
increased by twenty (20) percent each year beginning with the first anniversary
of the effective date. In addition, Mr. Downes shall receive an annual bonus of
three (3) percent of the pre-tax profits of the Company, and from time to time
the Company may grant Mr. Downes options or warrants to purchase the Company's
common stock. Mr. Downes is also eligible for other benefits customarily
provided by the Company to its executive employees.
The employment agreement for Mr. Downes also contains provisions regarding
pay and benefits upon certain termination and Change in Control events (as such
term is defined in the employment agreement) which are normally found in
executive employment agreement, as well as noncompete and nondisclosure
provisions. If Mr. Downes is terminated for "cause" (as such term is defined in
the employment agreement), any accrued but not paid benefits shall no longer be
an obligation of the Company. If a Change of Control occurs, Mr. Downes is
entitled to salary and bonus for one year in a lump sum and all options or
warrants granted to Mr. Downes shall immediately vest and become exercisable.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
Exhibits:
99.1 Press Release, dated August 19, 2005
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: August 22, 2005 UNIVERSAL INSURANCE HOLDINGS,
--------------- INC.
By: /s/ Bradley I. Meier
--------------------------------
Bradley I. Meier
President & CEO