hippo-20230607

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 7, 2023

Hippo Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-39711

32-0662604

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

150 Forest Avenue

Palo Alto, California 94301

650 294-8463

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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

			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act

			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, $0.0001 par value per share

HIPO

New York Stock Exchange

Warrants to purchase common stock

HIPO.WS

New York Stock Exchange

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 7, 2023, Hippo Holdings Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in detail in the Company’s 2023 definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 26, 2023. Present at the Annual Meeting in person, by remote communication or by proxy were holders of 15,325,269 shares of the Company’s common stock, representing a majority in voting power of the Company’s issued and outstanding shares entitled to vote as of April 13, 2023, the record date for the Annual Meeting, and constituting a quorum under the Company’s Bylaws. The following proposals were voted upon and the final results with respect to each such proposal are set forth below:

1.Election of Directors

The stockholders elected the three persons named below as directors of the Company, each to serve until the Annual Meeting of Stockholders to be held in 2026 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal. The results of such vote were:


	FOR	WITHHELD	BROKER NON-VOTES
Lori Dickerson Fouché	11,142,605	991,564	3,191,100
Hugh R. Frater	11,870,422	263,747	3,191,100
Richard McCathron	11,875,424	258,745	3,191,100

2. Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of such vote were:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
14,803,615	317,690	203,964	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 8, 2023


HIPPO HOLDINGS, INC.

By:						/s/ STEWART ELLIS
						Stewart Ellis
						Chief Financial Officer