8-K
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 14, 2018
HERITAGE INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-36462 |
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45-5338504 |
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of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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| Heritage Insurance Holdings, Inc.
2600 McCormick Drive, Suite 300
Clearwater, Florida |
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33759 |
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(Zip Code) |
(727) 362-7202
(Registrant’s telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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 not 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 4.01 Change in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm.
On June 14, 2018, the Audit Committee of the Board of Directors (the “Audit Committee”) of Heritage Insurance Holdings, Inc.
(the “Company”) dismissed Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm.
During the Company’s two most recent fiscal years ended December 31, 2017 and December 31, 2016 and during the subsequent
interim period from January 1, 2018 through June 14, 2018, (i) there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not
resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item
304(a)(1)(v) of Regulation S-K.
The audit reports of Grant Thornton on the consolidated financial
statements of the Company for each of the two most recent fiscal years ended December 31, 2017 and December 31, 2016 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principles.
In accordance with Item 304(a)(3) of Regulation S-K, the Company
provided Grant Thornton with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Grant Thornton furnish it with a
letter addressed to the SEC stating whether it agrees with the above statements in Item 4.01(a). A copy of Grant Thornton’s letter, dated June 19, 2018, is filed as Exhibit 16.1 to this Current Report on Form
8-K.
(b) New Independent Registered Public Accounting Firm.
On June 14, 2018, the Audit Committee approved the engagement of Plante & Moran, PLLC (“Plante Moran”) as its new
independent registered public accounting firm, subject to Plante Moran completing its client acceptance process. Plante Moran’s appointment will be for the Company’s fiscal year ending December 31, 2018, and related interim periods.
During the Company’s two most recent fiscal years ended December 31, 2017 and December 31, 2016, and for the subsequent
interim period through June 14, 2018, neither the Company nor anyone on its behalf consulted Plante Moran regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or on the type of
audit opinion that might be rendered on the consolidated financial statements of the Company, and neither a written report nor oral advice was provided to the Company that Plante Moran concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of
Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
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.
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HERITAGE INSURANCE HOLDINGS, INC. |
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| Date: June 19, 2018 |
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By: |
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/s/ Bruce Lucas |
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Bruce Lucas |
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Chairman & Chief Executive Officer |
