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
January 8, 2007
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Date of report (Date of earliest event reported)
Universal Insurance Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-20848 65-0231984
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(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
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (954) 958-1200
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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)).
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 Appointment of New Director
On January 9, 2007, the Board of Directors of Universal Insurance Holdings,
Inc. ("Company") appointed Ozzie A. Schindler to the Board of Directors. Mr.
Schindler will serve on the Company's audit committee.
Mr. Schindler is a partner with the law firm of Greenberg Traurig and
specializes in international tax, trusts and succession and planning. He has an
LL.M. in Taxation from New York University School of Law and graduated with
honors from the University of Florida School of Law. Mr. Schindler graduated
with high honors from the University of Florida Fisher School of Accounting. He
is admitted to both the Florida and New York bars.
In connection with his appointment to the Board of Directors, the Company
and Mr. Schindler entered into a Stock Option Agreement pursuant to which the
Company granted Mr. Schindler an option to purchase 35,000 shares of Company
common stock which vested upon grant. Mr. Schindler is entitled to receive
annual compensation of $80,000 for his service on the Board of Directors.
There are no arrangements or understandings pursuant to which Mr. Schindler
was elected as a director of the Company. Mr. Schindler does not have any
relationship or related transaction with the Company that would require
disclosure pursuant to Item 404(a) of Regulation S-K.
ITEM 5.03 Amendment to Bylaws
On January 8, 2007,the Board of Directors unanimously adopted Amended and
Restated Bylaws for the Company. The bylaws were revised primarily to permit the
use of the Internet, facsimile and email in corporate communications, including
(i) notice to stockholders through electronic transmission if consented to by
the stockholders, (ii) electronic posting of the stockholder list in connection
with the annual meeting of stockholders, (iii) notice to directors of meetings
of the Board of Directors through electronic transmission, and (iv) action of
the Board of Directors by written consent in the form of electronic
transmission. Certain other changes were made to update the bylaws. The Amended
and Restated Bylaws are attached as Exhibit 3.1 to this Current Report on Form
8-K.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 Exhibits
(d) Exhibits
3.1 Amended and Restated Bylaws
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: January 10, 2007 UNIVERSAL INSURANCE HOLDINGS, INC.
By: /s/ Bradley I. Meier
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Bradley I. Meier
President and Chief Executive Officer