UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Universal Insurance Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 15, 201528, 2016

Dear Shareholder:

On behalf of the Board of Directors, I invite youYou are cordially invited to attend the 20152016 Annual Meeting of Shareholders of Universal Insurance Holdings, Inc. TheWe will hold the meeting will be held at 9:00 a.m., EasternCentral Daylight Time, on Thursday, June 4, 2015,9, 2016, at the Hotel Monaco, 620 William Penn Place, Pittsburgh, Pennsylvania 15219.Ivy, 201 South 11^th Street, Minneapolis, Minnesota 55403.

Our shareholdersEnclosed you will be askedfind a notice setting forth the business expected to elect nine (9) directors, each to hold office untilcome before the 2016 annual meeting, or until his successor has been electedthe Proxy Statement, a proxy card and qualified, and to ratify the appointmenta copy of Plante & Moran, PLLC as our independent registered public accounting firmAnnual Report on Form 10-K for the fiscal year endingended December 31, 2015. The Board of Directors has unanimously approved these proposals, and we urge youYour vote is very important to vote in favor of these proposals and in accordance with the Board of Directors’ recommendation on such other matters as may be submitted to you for a vote at the meeting.

us. We encourage you to vote, regardless of the number of shares you own. Please voteWhether or not you plan to attend the meeting in person, we hope that your shares via the Internet, by telephone or by signing, datingare represented and returning your proxy card in the enclosed postage-paid envelope. Each methodvoted. There are several methods available to vote our shares, each of votingwhich is further described in the proxy statementProxy Statement and on your proxy card. Submitting

We were pleased that our company performed well in 2015, generating record results despite a challenging economic environment. Our performance benefitted from our focus on profitable and organic growth, the strength of our network of independent agents, our strong financial profile and sustained operating discipline, and our commitment to diversification through geographic expansion.

Since February 2013, when our current executive team assumed leadership of our company, our revenues, net income, earnings per share and return on equity have improved dramatically. Over the same period, we have improved our capital and liquidity measures while maintaining our commitment to shareholder value and policyholder service.

As discussed in more detail in this Proxy Statement, to demonstrate my personal commitment and motivation to improving shareholder return, I have offered to return the 290,250 shares of common stock I received, net of withholding, from a restricted performance stock grant awarded to me in April 2015 (which vested in March 2016) pursuant to my 2013 employment agreement, in exchange for an employee stock option covering 800,000 shares with an exercise price equal to the closing price of our common stock on the date of our meeting. The grant date fair value of this stock option would be approximately 20% to 25% less than the fair market value of the shares I would be returning, depending on the closing price. Our Compensation Committee and Board of Directors have considered and accepted my offer and agreed to make the replacement option grant, subject to shareholder approval of the amendment to our 2009 Omnibus Incentive Plan, which is Item 2 on the proxy card.

I would like to thank you for your proxy now will not prevent you from votingconfidence in person but will ensure that your vote is counted if you are unable to attend the meeting. Weour company. I look forward to seeing you on June 4, 2015.

In addition toat the proxy materials, enclosed is our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission.meeting.

Sincerely,

Sean P. Downes

Chairman President and Chief Executive Officer

1110 West Commercial Boulevard, Fort Lauderdale, Florida 33309

(954) 958-1200

UNIVERSAL INSURANCE HOLDINGS, INC.

NOTICE OF 20152016 ANNUAL MEETING OF SHAREHOLDERS

Date and Time		Thursday, June 4, 2015,9, 2016, at 9:00 a.m. Eastern, Central Daylight Time
Place		Hotel MonacoIvy 620 William Penn Place201 South 11th Street Pittsburgh, Pennsylvania 15219Minneapolis, MN 55403
Items of Business		•    To electElection to our Board of Directors of the nine (9) directors, each to hold office untilnominees named in the 2016 annual meeting or until his successor has been elected and qualifiedProxy Statement for a one-year term   •    To ratifyApproval of amendments to and a restatement of our 2009 Omnibus Incentive Plan and Section 162(m) performance goals •    Ratification of the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for the 2016 fiscal year 2015   •    To transact anyShareholder proposal on majority voting standard for the election of directors •    Transaction of such other business as may properly come before the meeting or any adjournment thereof
Record Date		April 6, 2015. Only shareholders of record at the close of business on the record dateApril 11, 2016 are entitled to receive notice of, and to vote at, the meeting.
Proxy Voting		Please vote promptly. Votingpromptly. You can vote your shares via the Internet,internet, by telephone or by signing, dating and returning the enclosed proxy card will savein the expense and extra work of additional solicitation and help ensure the presence of a quorum at the meeting. If you wish to vote by mail, we have enclosed a postage-paid envelope. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option.
		BY ORDER OF THE BOARD OF DIRECTORS
		Stephen J. Donaghy, Secretary
		Fort Lauderdale, Florida
		April 28, 2016

In the event that there are not sufficient votes to approve any one of the foregoing proposals at the time of the meeting, the meeting may be adjourned to permit further solicitation of proxies.

Your proxy is being solicited by the Board of Directors. The Board of Directors recommends that you vote in favor of the proposed items.

BY ORDER OF THE BOARD OF DIRECTORS

Stephen J. Donaghy, Secretary

Fort Lauderdale, Florida

April 15, 2015

Table of ContentsTABLE OF CONTENTS

Table of Contents

(continued)

ii

UNIVERSAL INSURANCE HOLDINGS, INC.

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (“Board”) of Universal Insurance Holdings, Inc., a Delaware corporation (“Company”), of proxies to be voted at the 20152016 Annual Meeting of Shareholders, to be held at the Hotel Monaco, 620 William Penn Place, Pittsburgh, Pennsylvania 15219,Ivy, 201 South 11^th Street, Minneapolis, Minnesota 55403, on Thursday, June 4, 2015,9, 2016, at 9:00 a.m., EasternCentral Daylight Time, and at any and all postponements or adjournments thereof, for the items of business set forth in the accompanying Notice of 20152016 Annual Meeting of Shareholders.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, including financial statements audited by Plante & Moran, PLLC,2015 is included. This Proxy Statement, Notice of 20152016 Annual Meeting of Shareholders, accompanying proxy card and Annual Report are first expected to be posted together to mailed on April 28, 2016. These materials will also be available athttp://www.cstproxy.com/universalinsuranceholdings/2015 on or about April 17, 2015.2016 and athttp://www.proxyvote.com.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTINGCORPORATE GOVERNANCE

A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated Frank C. Wilcox as proxy for the meeting.

A proxy statement is a document that Securities and Exchange Commission (“SEC”) regulations require us to give you when we ask you to sign a proxy card designating Frank C. Wilcox as proxy to vote on your behalf.

If your shares are registered directly in your name with our registrar and transfer agent, Continental Stock Transfer & Trust Company, you are considered a shareholder of record with respect to those shares.

If your shares are held in a brokerage account or with a bank, you are considered the “beneficial owner” of those shares.

You need to bring a photo ID to gain admission.

If you are a beneficial owner, bring your most recent brokerage statement with you to the meeting. We can use the brokerage statement to verify your ownership of shares and admit you to the meeting; however, you will not be able to vote your shares at the meeting without a legal proxy, as described in response to question 5.

Please note that cameras and sound or video recording equipment will not be permitted in the meeting room.

You will need to ask your broker, bank or other intermediary to furnish you with a legal proxy. You will need to bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the meeting. You will not be able to vote your shares at the meeting without a legal proxy.

Please note that if you request a legal proxy, any previously executed proxy will be revoked and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.

If you do not receive the legal proxy in time, you can follow the procedures described in the response to question 4 to gain admission to the meeting; however, you will not be able to vote your shares at the meeting.

By Written Proxy, Internet or Telephonic Voting: All shareholders can vote by written proxy card. If you are a beneficial owner, you will receive a written proxy card or a voting instruction form from your broker, bank or other intermediary. If you are a record holder, you will receive a written proxy card or voting instruction form from the Company. Such proxy card or voting instruction form also provides instructions for voting by Internet or telephonic means.

In Person: All shareholders of record may vote in person at the meeting. Beneficial owners may vote in person at the meeting if they have a legal proxy, as described in response to question 5.

The record date for the meeting is April 6, 2015. The record date is established by the Board as required by the Delaware General Corporation Law and our bylaws. Owners of record at the close of business on the record date are entitled to receive notice of the meeting and vote at the meeting and any adjournments of the meeting.

The securities to be voted at the meeting consist of (i) shares of common stock of the Company, $0.01 par value per share (“Common Stock”), with each share entitling its record owner to one (1) vote; (ii) shares of Series M Preferred Stock of the Company, $0.01 par value per share (“Series M Preferred Stock”), with each share entitling its record owner to one (1) vote; and (iii) shares of Series A Preferred Stock of the Company, $0.01 par value per share (“Series A Preferred Stock”), with each share entitling its record owner to one (1) vote. The holders of Series M Preferred Stock, voting separately as a series, are entitled to elect two (2) directors at the meeting. The holder of all of the outstanding shares of Series M Preferred Stock has advised us that he currently does not intend to exercise his right to elect two (2) directors at the meeting. While the holder of the Series M Preferred Stock has not submitted any director nominees for inclusion in this Proxy Statement, such holder retains the right to elect two (2) directors at the meeting. The holders of Common Stock, Series M Preferred Stock and Series A Preferred Stock, voting together as one class, are entitled to elect the remaining directors.

9.	What shares are included on the proxy card?

Each shareholder holding shares of Common Stock, Series A Preferred Stock and Series M Preferred Stock will receive one proxy card for all of the shares of Common Stock, Series A Preferred Stock and Series M Preferred Stock held by such shareholder in certificate or book-entry form.

The presence, in person or by proxy, of at least a majority of the total number of outstanding shares of the Series M Preferred Stock entitled to vote at the meeting for those matters where a separate vote of the Series M Preferred Stock is required, and of at least a majority of the total number of outstanding shares of the Common Stock, Series M Preferred Stock and Series A Preferred Stock entitled to vote at the meeting for those matters where the Common Stock, Series M Preferred Stock and Series A Preferred Stock, voting together as a class, is required, is necessary to constitute a quorum at the meeting. If a quorum is not present at the meeting, a majority of the shares so represented may vote to adjourn the meeting from time to time without further notice.

Shareholders can revoke a proxy prior to the completion of voting at the meeting by:

We will continue our practice of holding the votes of all shareholders in confidence from directors, officers and employees except:

With respect to Proposal 1, you may either (i) vote in favor of all nominees; (ii) vote in favor of specific nominees; (iii) withhold your vote with respect to all nominees; or (iv) withhold your vote with respect to specific nominees.

With respect to Proposal 2, you may vote “For” or “Against,” or “Abstain” from voting.

14.	How many votes are needed for each proposal and how are the votes counted?

If a quorum is present at the meeting, the nine (9) nominees for election as directors who receive the greatest number of affirmative “For” votes at the meeting will be elected as directors (Item 1 on the proxy card).

The favorable vote of a majority of the votes cast on the proposal will be required:

Shareholders should specify their choice for each matter when using the enclosed proxy card. If no specific instructions are given, proxies that are signed and returned will be voted:

Abstentions and broker non-votes are included in determining whether a quorum is present. A broker non-vote occurs when a nominee holding shares for a beneficial owner (i.e., a broker) does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular matter and has not received instructions from the beneficial owner.

Abstentions and broker non-votes are not considered “votes cast” and, thus, do not have an effect on the outcome of the vote as to any of the items presented in this Proxy Statement. Under the rules of the New York Stock Exchange (“NYSE”), on which shares of our Common Stock are traded, Item 2 is considered a routine matter on which brokers will be permitted to vote in their discretion, even if the beneficial owners do not provide voting instructions. However, Item 1 is not considered a routine matter under NYSE rules, and brokers will not be permitted to vote on Item 1 if the beneficial owners fail to provide voting instructions.

We will bear the cost of soliciting proxies. Officers and regular employees of the Company may solicit proxies by a further mailing or personal conversations or via e-mail, telephone or facsimile, provided that they do not receive compensation for doing so. Upon request, we will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.

Important notice regarding the availability of proxy materials for the shareholder meeting of Universal Insurance Holdings, Inc. to be held on June 4, 2015:

The Notice of 2015 Annual Meeting of Shareholders, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2014, are first expected to be posted together to http://www.cstproxy.com/universalinsuranceholdings/2015 on or about April 17, 2015.

ELECTION OF DIRECTORS

(PROPOSAL 1)

The Board is responsible for overseeing management and providing sound governance on behalf of our shareholders. The Board selects our executive officers, delegates responsibilities for the conduct of day-to-day operations to such officers and monitors the performance of our officers.

Board Membership Criteria and Nominations

In selecting candidates for director, the Board looks for individuals with strong personal attributes including:

The Board maintains no formal policy regarding Board membership diversity but views it expansively anddiversity. In nominating directors, the Board considers, among other things, functional areas of experience, educational background, employment experience and leadership performance, as well as more intangible factors that may be deemed appropriate to develop a heterogeneous and cohesive Board.performance.

The Board has not adopted a formal policy with regard to the consideration of any director nominees recommended by shareholders. The Board and Nominating and Governance Committee believe itthis is appropriate forbecause they are best situated to know the Company not to have such a policy because, historically, no shareholder nominations of outside directors have been proffered.Company’s needs and identify candidates with appropriate industry and related expertise. The Board and Nominating and Governance Committee will continue to monitor whether it is appropriate to implement a process for the consideration of director nominees recommended by shareholders.

Election of Director Nominees

The Board, upon the recommendation of the Nominating and Governance Committee, has nominated incumbent directors Scott P. Callahan, Sean P. Downes, Darryl L. Lewis, Ralph J. Palmieri, Richard D. Peterson, Michael A. Pietrangelo, Ozzie A. Schindler, Jon W. Springer and Joel M. Wilentz, M.D., for election to the Board to serve as directors until the 2016 annual meeting or until each nominee’s successor is duly elected and qualified.

The nominees have consented to be named and have indicated their intent to serve if elected. The Board has no reason to believe that the nominees will be unavailable. If any nominee becomes unavailable for any reason, or if any vacancy in the slate of directors to be elected at the meeting should occur before the election, the shares represented by the proxy will be voted for the person, if any, who is designated by the Board to replace the nominee or to fill such vacancy on the Board.

Acting pursuant to our bylaws, the Board has fixed the number of director seats on the Board at 11. The Board has nominated nine (9) director nominees for election at the meeting and, pursuant to our certificate of incorporation, two (2) Board seats will remain vacant unless the holder of the outstanding shares of Series M Preferred Stock determines to elect two (2) director nominees to fill such seats (as described below). We are soliciting proxies only for the nine (9) director nominees identified above.

The holder of Series M Preferred Stock, voting separately as a series, is entitled to elect directors to fill two (2) director seats. The holder of all outstanding shares of Series M Preferred Stock has advised us that he currently does not intend to exercise his right to elect two (2) directors at the meeting. While the holder of Series M Preferred Stock has not submitted any director nominees for inclusion in this Proxy Statement, he retains the right to elect two (2) directors at the meeting.

The holders of Common Stock, Series M Preferred Stock and Series A Preferred Stock, voting together as one (1) class, are entitled to elect directors to fill the seats currently held by Scott P. Callahan, Sean P. Downes, Darryl L. Lewis, Ralph J. Palmieri, Richard D. Peterson, Michael A. Pietrangelo, Ozzie A. Schindler, Jon W. Springer and Joel M. Wilentz, M.D., each of whom the Board recommends for reelection.

The nine (9) nominees for election as directors who receive the greatest number of affirmative “For” votes of the shares of Common Stock, Series M Preferred Stock and Series A Preferred Stock, voting together as a class at the meeting, will be elected as directors. If elected, each nominee is expected to serve until the 2016 annual meeting or until his successor is duly elected and qualified.

The table below sets forth the number and classes of Company stock entitled to vote at the meeting.

The Board unanimously recommends that the nominees described above be elected as directors to serve until the 2016 annual meeting of shareholders or until each nominee’s successor is duly elected and qualified.

Information Concerning the Board of Directors

The current directors of the Company are as follows:follows, each of whom is also a director nominee:

Biographical information regarding our current directors is as follows:

Scott P. Callahanhas beenbecame a director of the Company sincein 2013. Mr. Callahan has more than thirty years’ experience in the property and casualty reinsurance industry. Mr. Callahan currently serves as President and Managing Member of SPC Global RE Advisors LLC, a consulting firm specializing in reinsurance matters. Until 2011, Mr. Callahan served as Executive Vice President of Everest Reinsurance Holdings, Inc. and Everest Reinsurance Company since 2002. Mr. Callahan also served as a director of Everest Reinsurance Company from 2001 to 2011, a director of Everest International Reinsurance, Ltd. from 2003 to 2007, and director of Everest Reinsurance (Bermuda), Ltd. from 2001 to 2007. Each of these entities is a direct or indirect subsidiary of Everest Re Group, Ltd., a provider of reinsurance coverage in the property and casualty reinsurance industry. Dating back to 1979, Mr. Callahan held various positions with subsidiaries and affiliates of Everest Re Group, Ltd. and its predecessor, Prudential Reinsurance Company. Mr. Callahan’sHis broad knowledge of the reinsurance industry allows himMr. Callahan to provide valuable perspective to the Board, particularly on matters related to the Company’s reinsurance program.

Sean P. Downes has beenbecame Chairman President and Chief Executive Officer of the Company sincein 2013. Mr. Downes also served as President of the Company from 2013 to March 10, 2016. Prior to becoming President and Chief Executive Officer, Mr. Downes served as Senior Vice President and Chief Operating Officer of the Company since 2005 and Chief Operating Officer of Universal Property & Casualty Insurance Company (“UPCIC”), a wholly ownedwholly-owned subsidiary of the Company, since 2003. Mr. Downes has served as a director of the Company since 2005 and as a director of UPCIC since 2003. Prior to joining UPCIC, Mr. Downes was Chief Operating Officer of Universal Adjusting Corporation, a wholly ownedwholly-owned subsidiary of the Company, from July 1999 to July 2003. During that time, Mr. Downes created the Company’s claims operation. Before joining a subsidiary of the Company in July 1999, Mr. Downes was Vice President of Downes and Associates, a multi-line insurance adjustment corporation. Mr. Downes has over 25 years of experience in the insurance industry. As an experienced financial and operational leader within the insurance industry, Mr. Downes brings a broad understanding of the strategic priorities and operational demands facing the Company.

Darryl L. Lewishas beenbecame a director of the Company sincein 2013. Mr. Lewis is an established trial attorney in Florida and throughout the southeast region of the United States. Mr. Lewis has been a shareholder with the law firm of Searcy Denney Scarola Barnhart & Shipley, P.A. since 2003. Mr. Lewis was named in theBest Lawyers in America publication in connection with his litigation practice. Mr. Lewis has been recognized inFlorida Trend magazine as one of the “legal elite”practice and named in theSouth Florida Legal Guide as one of Florida’s top trial lawyers. Mr. Lewis proudly served in the U.S. Army Reserve as a Judge Advocate General (JAG) attorney. A native Kentuckian, Mr. Lewis earned a Bachelor of Science, summa cum laude, in Political Science from Kentucky State University and his law degree from the University of Kentucky. Mr. Lewis’Lewis’s extensive knowledge of the Florida business and legal marketmarkets makes him a valuable member of the Board.

Ralph J. Palmieri has beenbecame a director of the Company sincein 2014. Mr. Palmieri has more than 40 years of experience in the insurance and reinsurance industries. Mr. Palmieri served in various capacities with The Hartford Insurance Group and its subsidiaries from 1976 until his retirement in 2007, including Senior Vice President, Specialty Lines, for The Hartford and President and Chief Operating Officer of The Hartford’s surplus lines

subsidiary, First State Management Group (formerly known as Cameron and Colby Co.), from 1988 to 2007. Mr. Palmieri acted as Executive Vice President for First State Management Group from 1984 to 1988 and Senior Vice President, Property Lines, from 1979 to 1984. Mr. Palmieri served as a director for the National Association of Professional Surplus Lines Offices from 1986 to 1992. Mr. Palmieri completed an executive development program at Duke University, Fuqua School of Business in 1995 and management and executive programs from St. John’s University (College of Insurance) in 1977 and 1980, respectively. Mr. Palmieri also received a certificate of insurance from the University of Rhode Island in 1970. Mr. Palmieri proudly served as a sergeant in the 43rd Military Police Brigade, Rhode Island Army National Guard, from 1965 until 1971, when he was honorably discharged. Mr. Palmieri brings an acute understanding of the insurance and reinsurance industries and executive leadership experience to the Board.

Richard D. Peterson has beenbecame a director of the Company sincein 2014. Mr. Peterson has over 20 years of experience in the areas of executive management, finance and accounting. Since 2015, Mr. Peterson held senior-level finance positions and most recentlyhas served as Chief Financial Officer of Novan, Inc., a privately-held pharmaceutical company. Mr. Peterson served as Executive Vice President, Chief Financial Officer and Treasurer of Medicis Pharmaceutical Corporation from 1995 to 2012. Medicis was a publicly traded company on the NYSE (NYSE: MRX) until it was acquired by Valeant Pharmaceuticals International in 2012. As Chief Financial Officer, Mr. Peterson has an understanding of corporate governance matters and experience with financial reporting and executive leadership. Prior to joining Medicis, Mr. Peterson was a senior financial auditor and consultant with PricewaterhouseCoopers from 1992 to 1995. Mr. Peterson received his Bachelor of Science in Accounting from Arizona State University in 1992. Mr. Peterson’s executive leadership financial and accounting knowledge and general business acumenthat make him a valued member to theof our Board.

Michael A. Pietrangelo has beenbecame a director of the Company sincein 2010. Since 1998, Mr. Pietrangelo has practiced law and has been of counsel to the firm of Pietrangelo Cook, PLC. Mr. Pietrangelo is admitted to the bars of the states of New York and Tennessee and the District of Columbia. He served on the board of directors of MRI Interventions Inc., a publicly traded research and development company, from 2010 to 2014, and he currently serves on the board of directors of the American Parkinson Disease Association, a not-for-profit organization focused on serving the Parkinson’s community. Mr. Pietrangelo also serves as the managing partner of The Theraplex Company, LLC, a privately held skin care company. From 1994 until 1998, Mr. Pietrangelo served as President of Johnson Products Company, a subsidiary of IVAX Corporation. From 1990 to 1994, Mr. Pietrangelo was the President and Chief Executive Officer of CLEO, Inc., a subsidiary of Gibson Greetings, Inc. and manufacturer of specialized paper products. From 1967 to 1989, he served in a variety of legal and management roles at the Federal Trade Commission, Pfizer, Inc., Schering-Plough Corporation and Western Publishing Group. Mr. PietrangeloHe has valuable experience in corporate governance, and legal and financial matters as a result of his participationpositions as a lawyer, executive and director of privately held and public companies, as well as nonprofit organizations. This experience gives him perspective and knowledge as a member of the Board.

Ozzie A. Schindler has beenbecame a director of the Company sincein 2007. Mr. Schindler has been a shareholder with the law firm of Greenberg Traurig LLP since 2005, specializing in all aspects of international tax planning. He earned an LL.M. in Taxation from New York University School of Law in 1995 and graduated with honors from the University of Florida School of Law in 1993. Mr. Schindler graduated with high honors from the University of Florida Fisher School of Accounting in 1990. He is admitted to both the Florida and New York bars. Mr. Schindler provides strong regulatory, accounting, financial, risk analysis, internal audit, compliance, corporate governance and administrative skills and experience to the Board.

Jon W. Springer has beenbecame a director of the Company sincein 2013. Mr. Springer also became President and Chief Risk Officer of the Company as of March 10, 2016. Prior to taking on such role, he served as the Executive Vice President and Chief Operating Officer of the Company insince 2013. Mr. Springer was Executive Vice President of Universal Risk Advisors, Inc., a wholly ownedwholly-owned subsidiary of the Company, from 2006 through 2008, and the Executive Vice President of Blue Atlantic Reinsurance Corporation (“Blue Atlantic”), a wholly ownedwholly-owned subsidiary of the Company, since 2008. Before joining Universal Risk Advisors, Inc., Mr. Springer was an Executive Vice President of Willis Re, Inc. and was responsible for managing property and casualty operations in its Minneapolis office. Mr. Springer earned his Bachelors of Arts from Hamline University in 1992 with a double major in economics and business management. Mr. Springer has extensive experience in the property and casualty insurance industry, including with respect to reinsurance arrangements. As an experienced leader in the industry, Mr. Springer has deep knowledge of the Company’s business and operational needs.

Joel M. Wilentz, M.D. has beenbecame a director of the Company sincein 1997. Dr. Wilentz is one of the founding members of Dermatology Associates, founded in 1970, and of the Centers for Cosmetic Enhancement in Florida. He is a former member of the Board of Directors of the Neurological Injury Compensation Association for the State of Florida. He is a former member of the Board of Directors of the Broward County, Florida Medical Association. He was the former President of the Broward County Dermatological Society. Dr. Wilentz is, at present, a member of the Board of Governors of Nova Southeastern University. Dr. Wilentz’s general business acumen and deep understanding of the Florida business, professional and regulatory environment allow him to provide independent guidance to the Board on a wide variety of general corporate and strategic matters.

Each nominee shall hold officeelected as a director at the 2016 Annual Meeting of Shareholders is elected to serve until the next annual meeting2017 Annual Meeting of shareholdersShareholders or the election and qualification of his successor.

Corporate GovernanceITEM 1: ELECTION OF DIRECTORS

The Board, upon the recommendation of the Nominating and Governance Committee, has nominated incumbent directors Scott P. Callahan, Sean P. Downes, Darryl L. Lewis, Ralph J. Palmieri, Richard D. Peterson, Michael A. Pietrangelo, Ozzie A. Schindler, Jon W. Springer and Joel M. Wilentz, M.D. for election to the Board to serve as directors until the 2017 Annual Meeting or until each nominee’s successor is responsibleduly elected and qualified. The Board has fixed the number of director seats on the Board at nine.

The nominees have consented to be named in this Proxy Statement as director nominees and have indicated their intent to serve if elected. If any nominee becomes unavailable for any reason, or if any vacancy in the slate of directors to be elected at the meeting should occur before the election, the shares represented by the proxy will be voted for the oversightperson, if any, who is designated by the Board to replace the nominee or to fill such vacancy on the Board.

The nine nominees for election as directors who receive the greatest number of management on behalfaffirmative “For” votes of our shareholders,the shares of common stock and preferred stock will be elected as directors. If elected, each nominee is expected to serve until the 2017 annual meeting or until his successor is duly elected and qualified.

CorporateGovernance Framework

The Board’s leadership structure described below, is designed to ensure that authority and responsibility are effectively allocated between the Board and management. In addition to our strong corporate governance practices and the key oversight roles of our lead independent director and committee chairs, each as described below, all directors share equally in their responsibilities as members of the Board and take seriously the charge of leading the Company on behalf of our shareholders.

Corporate Governance Framework

Our corporate governance framework is designed to reflectreflects our commitment to independence and corporate responsibility and to promote achievement of our financial goals through responsible development and execution of corporate strategy. Our governance framework enables independent and skilled directors to provide oversight, advice and counsel to promote the interests of the Company and our shareholders. Through our governance framework, our directors are encouraged to and periodically confer with management. Our governance structureframework is established and evidenced by our Corporate Governance Guidelines (“Governance Guidelines”), Code of Business Conduct and Ethics (“Code of Conduct”), our risk management program and our commitment to transparent financial reporting. Our Governance Guidelines, Code of Conduct and the charters of each Board committee are available at www.universalinsuranceholdings.com. The Board, along with management, regularly reviews our policies and procedures, charters and practices to ensure that they are appropriate and reflect desired standards of corporate governance.

Governance Highlights

The following chart highlights our corporate governance practices and principles, each of which is described in more detail below.

Board Committees		•    We have four (4) Board committees: Audit Committee, Compensation Committee, Nominating and Governance Committee and Investment Committee. •    Our Compensation Committee, Audit Committee and Nominating and Governance Committee are each comprised exclusively of independent directors. •    Chairs of the Board committees shape the agenda and information presented to their committees. •     Committees may conduct their own investigations into issues related to their responsibilities and retain independent legal, accounting or other advisers.
Board Oversight andof Risk Management		•    The Board is responsible for ensuringseeks to assure that material risks are identified and managed appropriately, and the Board and its committees regularly review material operational, financial, compensation and compliance risks with senior management. •    Our Audit Committee oversees the integrity of our financial reporting process, and financial statements and related legal and regulatory compliance. •    Our Compensation Committee considers risk in connection with its design of the compensation program for our executives.

		•    Our Nominating and Governance Committee assists in managing risk by regularly reviewing the Company’s governance practices and the composition of the Board and its committees, including with regard to director independence. •    Our Investment Committee considers risks related to the investment of the Company’s securities portfolio and the Company’s investment strategy.
Accountability		•    Our directors are elected annually. •    All of our directors attended at least 75% of the meetings of the Board and the committees on which they served during 2014. •    Each share of Common Stock is entitled to one (1) vote in the election of directors. •    The holders of Series M Preferred Stock, voting separately as a series, are entitled to elect directors to fill two (2) director seats, but the holder of our Series M Preferred Stock has indicated that he does not intend to exercise this right at the meeting. •    We have outreach and engagement with our largest shareholders and ourhave established a mechanism to allow shareholders mayto communicate anonymously communicate any concerns to our non-managementindependent directors. •    Our shareholders annually ratify the appointment of our independent registered public accounting firm.
Open Communications		•    Our committees report to the Board regularly. •    The Board promotes open and frank discussions with management. •    Our directors have free access to members of management and other employees on a confidential basis and are authorized to hire outside consultants or experts at the Company’s expense.
Director Education		•    The Board routinely focuses on continuing director education for all directors and Board orientation for new directors.
Self-Evaluations		•    The Board and each committee conductsconduct an annual evaluation of its performance.
Succession Planning		•    Senior management succession planning is a top Board priority. The Board devotes significant attention to identifying and developing talented senior leaders.
Director Stock Ownership		•    Within two (2) years of joining the Board, we expect each director is expected to hold shares of Common Stockcommon stock having a value of at least $25,000.
Clawback Policy; No Hedging		•    We have a compensation clawback policy designed to mitigate risk in connection with executive compensation. •    Our directors, executive officers and senior accounting and finance personnel may not hedge or short shares of Common Stock,common stock, engage in options trading, trade on margin or pledge shares of Common Stockcommon stock as collateral.

Board and Committee Meetings

Meetings of the Board are held regularly each quarter and as otherwise required. The Board held four (4)five meetings during 2015. We encourage directors to attend the 2015 Annual Meetingannual meeting of Shareholdersshareholders and expect that they will attend. All 20142015 nominees except one, were present at the 2014 annual meeting.2015 Annual Meeting. All of our directors attended at least 75% of the meetings of the Board and the committees on which they served during 2014.2015.

BoardLeadershipBoard Leadership Structure

The Board believes that it is important to retain flexibility in determining the best leadership structure for the Company at any particular time. Our bylaws provide that the roles of Board Chairman and Chief Executive Officer may be filled by the same or different individuals, which provides the Board the flexibility to determine whether these roles should be combined or separated based on the Company’s circumstances and needs at aany given time. The roles of Chairman and Chief Executive Officer of the Company are currently held by the same person, Sean P. Downes. The Board believes that our shareholders are best served at this time by having Mr. Downes fill both positions. Mr. Downes’ tenure and experience with the Company make him most familiar with the business and challenges the Company faces in the current business environment. His experience and expertise make him the most appropriate person to set agendas for, and lead discussions of, strategic matters affecting our business at this time. Moreover, this structure enables Mr. Downes to act as a bridge between management and the Board and helps to promote unified leadership and direction. The Board believes this structure, together with a strong lead independent director, currently provides the appropriate leadership offor the Company and facilitates effective communications between the Board and management. Our Chairman is appointed annually by all the directors. The Chairman’s responsibilities include calling and presiding at Board and shareholder meetings and preparing meeting schedules, agendas and materials.

Independence of Our Directors

SEC and NYSE rules require that at least a majority of our directors be independent of the Company and management. The Board has determined that each of the following current non-managementour directors, other than Messrs. Downes and Springer, is an “independent director,” as such term is defined by SEC and NYSE rules: Scott P. Callahan, Darryl L. Lewis, Ralph J. Palmieri, Richard D. Peterson, Michael A. Pietrangelo, Ozzie A. Schindler and Joel M. Wilentz, M.D.rules. Mr. Ralph Palmieri’s son, Matthew J. Palmieri, is employed as Senior Vice President of Blue Atlantic, an affiliate of the Company. Matthew Palmieri is not an executive officer of Blue Atlantic or the Company, and he does not perform policy-making functions for Blue Atlantic or the Company. Accordingly, the Board has determined that Mr. Ralph Palmieri is an “independent director” under applicable SEC and NYSE rules. See “Certain Relationships and Related-Party Transactions” in this section of the Proxy Statement for additional details regarding Matthew Palmieri’s employment agreement with Blue Atlantic.

Lead Independent Director; Meetings of Non-ManagementIndependent Directors

In 2014, the Board enhanced its emphasis onOur independent oversight by establishing the position of lead independent director. Our non-management directors chose Michael A. Pietrangelo to serve as the lead independent director.director in 2014, and Mr. Pietrangelo continues to serve in this role. Our non-managementindependent directors meet at least quarterly in a separate executive session and met three (3)five times in 2014. Our independent directors meet at least annually in a separate executive session and met one (1) time in 2014.during 2015. Our lead independent director presides over all executive sessions of our non-management and independent directors, facilitates communication between management and our non-managementindependent directors and is available for consultation with major shareholders and other constituencies, as appropriate. Interested parties may anonymously communicate any concerns to our independent directors, including our lead independent director, and non-management directors by calling 877-778-5463,(877) 778-5463, which is the same number that employees may use to anonymously report complaints to the Audit Committee concerning accounting or auditing matters pursuant to our Code of Conduct.matters.

Board and DirectorCommittee Annual Evaluations

At the direction of the Nominating and Governance Committee, the Board annually conducts a self-evaluation aimed at enhancing effectiveness. The annual assessment process is a key governance tool used by the Nominating and Governance Committee to solicit feedback in a number of areas, including overall effectiveness,

communications with management and committee structures. Each committee also performs an annual self-evaluation, which includes an assessment of its effectiveness and a review of the committee charter and other relevant governance practices and procedures. The Nominating and Governance Committee periodically reviews and assesses the evaluation process as well.

The Board’s Role in Risk Oversight

Risk is an inherent part of our business, and effective risk management is a top Board priority. Risk management and key risks identified by management are overseen by the Board and its committees. These include material operational, financial, compensation and compliance risks. Among other considerations, each year the Board reviews our reinsurance program by which we cede insurance risk to reinsurers. The Board and management also focus on privacy protection, cybersecurity and information security in an effort to mitigate the risk of cyber attackscyber-attacks and to protect the Company’s information and that of our customers.

Our Board committees also help manage risk. The Audit Committee performs a central oversight role with respect to financial and compliance risks. As part of its responsibilities, as set forth in its charter, the Audit Committee is responsible for discussingdiscusses with management the Company’s policies and guidelines governing the process by which risk assessment and risk management are undertaken by management, including guidelines and policies to identify major financial risk exposures and the steps management has taken to monitor and control such exposures. The Compensation Committee considers risk in connection with its design of compensation programs for our executives, including confirming that the compensation program does not encourage unnecessary risk taking.taking, as more fully discussed in the Compensation Discussion and Analysis section of this Proxy Statement. The Nominating and Governance Committee assists in managing risk by annually reviewing the composition of the Board and its committees, including with regard to director independence, by assessing the adequacy of our corporate governance policies and procedures and by making recommendations to the Board, as appropriate, regarding modifications to such policies and procedures. The Investment Committee considers risks related to the investment of the Company’s securities portfolio and reviews the performance of the portfolio, compliance with applicable state investment codes and regulations and adherence to the Company’s investment strategy.

Code of Business Conduct and Ethics

Our Code of Conduct is a critical component in helping us maintain high professional standards. We also provide an internal reporting hotline, through which employees can anonymously report suspected violations of the Code of Conduct or other policies. Suspected violations of the Code of Conduct are investigated by the Company and may result in disciplinary action if allegations are proven true. The Code of Conduct is publicly available on our website at www.universalinsuranceholdings.com. The Audit Committee annually reviews our Code of Conduct for changes, as appropriate.

Governance Guidelines

Our Governance Guidelines address director independence standards, conflicts of interest, meeting and committee procedures, Board membership criteria, director qualifications and duties and succession planning, among other pertinent governance matters. Our Governance Guidelines are publicly available on our website at www.universalinsuranceholdings.com. The Nominating and Governance Committee annually reviews the Governance Guidelines for changes, as appropriate.

Shareholder Communications

We have established a process for shareholders to send communications to the Board. Shareholders may anonymously communicate any concerns regarding the Company to our independent directors by calling (877) 778-5463, which is the same number that employees may use to anonymously report complaints to the Audit Committee concerning accounting or auditing matters. Upon receipt of any shareholder concerns, our independent directors have discretion whether to convey any such information to our full Board. Shareholders

may send other general communications to our Company by mail to our Secretary, Stephen J. Donaghy, at 1110 West Commercial Boulevard, Fort Lauderdale, Florida 33309.

We proactively engage with our shareholders on a variety of topics, including governance and executive compensation matters, throughout the year. In 2015, our actions comprised engaging directly with key shareholders to define compensation issues and discuss our intended responses and to work closely with the Compensation Committee’s compensation consultant to modify our executive compensation program to address those issues, including to more strongly align pay and performance. Management discusses shareholder feedback with the Board and appropriate committees. The Board and committees considered this feedback in reviewing the Company’s governance and executive compensation practices and redesigning our executive compensation program in 2016. See “Compensation Discussion and Analysis” in this Proxy Statement.

Committees and Committee Chairs

The Board has appointed strong committee chairs to lead each Board committee in its respective area. All committee chairs are independent and appointed annually by the Board. Committee chairs are responsible for setting meeting agendas, presiding at committee meetings, facilitating open communications with the Board and management and working directly with management in connection with committee matters. Our committees have the authority and the resources to seek legal or other expert advice from independent sources. Each committee reports its actions and recommendations to the full Board on a regular basis.

The following table sets forth the current committee membership, chairpersons and “audit committee financial experts” for our Company:

I - Independent director; C - Chairman of the Board; LD - Lead Director

Code of Business Conduct and EthicsAudit Committee

The Board adopted our CodeAudit Committee provides oversight of Conduct and most recently revised it on March 19, 2015. The Code of Conduct is a collection of rules and policy statements that provides guidance and resources intended to assist directors, officers and employees in making decisions about their conduct in relation to the Company’s business.financial management, internal audit department and independent auditor. The Code of Conduct is a critical component in helping us maintain high professional standards. We also provide an internal reporting hotline, through which employees can anonymously report suspected violationsAudit Committee oversees the quality and effectiveness of the Code of Conduct or other policies. Suspected violationsCompany’s internal controls, which provide reasonable assurance that assets are safeguarded and that financial reports are properly prepared. The Audit Committee also reviews and monitors the Company’s financial reporting procedures, compliance and disclosure. In performing these functions, the Audit Committee meets periodically with the independent auditor, management and internal auditors (including in private sessions) to review their work and confirm that they are properly discharging their respective responsibilities. In addition, the Audit Committee appoints and evaluates the performance of the Codeindependent auditor.

The Board has determined that Messrs. Peterson and Schindler are each an “audit committee financial expert” as defined by Item 407(d)(5) of Conduct are investigatedRegulation S-K promulgated by the Company and may result in disciplinary action if allegations are proven true. SEC.

The Code of ConductAudit Committee’s charter is publicly available at our headquarters in Fort Lauderdale, Florida, and also on our website at www.universalinsuranceholdings.com. The Audit Committee annually reviews our Code of Conduct forits charter to determine whether any changes asare appropriate.

Governance GuidelinesCompensation Committee

The Compensation Committee is responsible for establishing and overseeing the Company’s executive compensation philosophy and principles, reviewing and recommending for approval by the independent directors the compensation for and employment agreement with our Chief Executive Officer, approving compensation for and employment agreements with certain other executive officers, establishing and evaluating performance-based goals related to compensation, overseeing the design and administration of the 2009 Omnibus Incentive Plan, as amended from time to time (“Omnibus Plan”), and reviewing, and recommending for approval by the full Board, adoptedthe compensation for our independent directors.

The Compensation Committee’s charter is publicly available on our website at www.universalinsuranceholdings.com. The Compensation Committee annually reviews its charter to determine whether any changes are appropriate.

Nominating and Governance Committee

The Nominating and Governance Committee exercises general oversight with respect to the governance of the Board. It assists the Board by identifying individuals qualified to become directors and recommends to the Board nominees for the next annual meeting of shareholders and to fill vacancies in membership of the Board as they occur; recommends to the Board nominees for each committee of the Board; and considers matters relating to corporate governance generally, including assessing the adequacy of our corporate governance policies and procedures and making recommendations to the Board, as appropriate, regarding modifications to such policies and procedures, including our Governance Guidelines and most recently revised them on February 2, 2015. Ourour certificate of incorporation and bylaws. The Nominating and Governance Guidelines addressCommittee also oversees the director independence standards, conflicts of interest, meetingself-evaluation process and committee procedures, Board membership criteria, director qualificationsis responsible for maintaining orientation and dutiescontinuing education programs for all directors.

The Nominating and succession planning, among other pertinent governance matters. Our Governance Guidelines areCommittee’s charter is publicly available at our headquarters in Fort Lauderdale, Florida, and also on our website at www.universalinsuranceholdings.com. The Nominating and Governance Committee annually reviews the Governance Guidelines forits charter to determine whether any changes asare appropriate.

Investment Committee

The Investment Committee’s responsibilities include monitoring whether the Company has adopted and adheres to a rational and prudent investment strategy; monitoring whether investment actions are consistent with the Company’s investment strategy, financial objectives and business goals; compliance with legal and regulatory requirements pertaining to investment and capital management and assessing the competence and performance of the Company’s third-party investment advisers. The Investment Committee does not make operating decisions about market timing, sector rotation or security selection, which are the responsibilities of management and the Company’s third-party investment advisers.

The Investment Committee’s charter is publicly available on our website at www.universalinsuranceholdings.com. The Investment Committee annually reviews its charter to determine whether any changes are appropriate

Shareholder CommunicationsCompensation Committee Interlocks and Insider Participation

Darryl L. Lewis, Richard D. Peterson, Michael A. Pietrangelo and Joel M. Wilentz, M.D. served as members of the Compensation Committee during fiscal year 2015. There are no Compensation Committee interlocks (meaning that none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee or our Board).

Director Compensation

Each independent director currently receives an annual cash retainer of $85,000. In light of the workload and broad responsibilities of their positions, the Chairs of our four Board committees each receive an additional annual cash retainer of $15,000. Although the independent directors are also entitled to receive discretionary grants of non-qualified stock options under our Omnibus Plan, they did not receive any such grants in 2015.

Messrs. Downes and Springer do not receive compensation for their Board service.

Director Summary Compensation Table

The table below summarizes the compensation paid to our independent directors for the fiscal year ended December 31, 2015.

Stock Ownership Guidelines; No Hedging or Pledging Shares

We havebelieve that our directors should be personally invested in the Company alongside our shareholders. It is expected that, within two years of joining the Board, each independent director will own shares of our common stock having a value of at least $25,000. Additionally, our independent directors may not hedge or short shares of common stock, engage in options trading, trade on margin or pledge shares of our common stock as collateral.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of the Company’s common stock (collectively, “Reporting Persons”) to file initial reports of ownership and reports of changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of copies of Forms 3, 4 and 5 provided to us and written representations by the Reporting Persons, we believe that, for the year ended December 31, 2015, all of the Reporting Persons timely filed their Section 16 reports, except that: Mr. Pietrangelo filed two late Form 4s, one on March 17, 2015 to report a transaction effected on March 12, 2015, and the other on June 10, 2015 to report a transaction effected on May 22, 2015; and Mr. Downes filed one late Form 4 on June 22, 2015 to report a transaction effected on June 15, 2015.

Executive Officers

Our executive officers are elected annually by the Board and serve at the discretion of the Board. The current executive officers of the Company are as follows:

On March 10, 2016, to leverage the strength of our management team in light of our significant growth in recent years, the Board elected Mr. Springer President and Chief Risk Officer of the Company. Mr. Springer assumed the role of President from Mr. Downes. Also on March 10, 2016, and for the same reasons, the Board elected Mr. Donaghy Chief Operating Officer of the Company, a role he assumed from Mr. Springer. Mr. Donaghy remains Secretary of the Company.

Our executive officers are collectively referred to in this Proxy Statement as our “Named Executive Officers” or “NEOs.” Biographical information about our Named Executive Officers is as follows.

Kimberly D. Cooperbecame the Chief Administrative Officer of the Company in June 2015 and the Chief Information Officer in February 2015. Prior to taking on such roles, Ms. Cooper most recently served as IT Audit Director since February 2014 and as IT Manager from 2007 to 2014. Prior to joining the Company, Ms. Cooper held various positions in the Audit and Assurance department of PricewaterhouseCoopers from 2000 to 2007. Ms. Cooper has been a Certified Information Security Auditor since 2007 and has been Certified in Risk and Information Security Controls since 2010.

Stephen J. Donaghy became the Chief Operating Officer of the Company as of March 10, 2016, and Secretary in February 2013. He also served as our Chief Marketing Officer from January 2015 to March 2016, Chief Administrative Officer from February 2013 to June 2015, Chief Information Officer from 2009 to February 2015 and Executive Vice President since 2006. Before joining the Company, Mr. Donaghy held various executive positions at JM Family Enterprises, a private company, including Vice President of Strategic Initiatives, Vice President of Sales and Marketing and Senior Information Officer.

Sean P. Downes.For biographical information on Sean P. Downes, see “Director Nominees.”

Jon W. Springer.For biographical information on Jon W. Springer, see “Director Nominees.”

Frank C. Wilcox became Chief Financial Officer and Principal Accounting Officer of the Company and Chief Financial Officer of the Company’s wholly-owned insurance subsidiaries in 2013. Prior to becoming Chief Financial Officer, Mr. Wilcox served as the Company’s Vice President – Finance since 2011. Prior to joining the Company, Mr. Wilcox was Director of Consolidation and SEC Reporting at Burger King Corporation from 2006 to 2011. From 2000 to 2006, he held various positions at BankUnited, including Senior Vice President and Controller. Earlier in his career, Mr. Wilcox served in various capacities within the financial services industry and gained significant experience with public company reporting and compliance matters, including acting as an established processauditor at a large public accounting firm. Mr. Wilcox has been licensed as a certified public accountant in New York since 1996.

EXECUTIVE COMPENSATION

2015 Business Highlights

We believe that the compensation provided to the Named Executive Officers for 2015 is aligned with our pay-for-performance philosophy and our overall business performance. In 2015, we produced record operational results in a moderate-growth economy. Key operational milestones and achievements for 2015 include:

For further details about our 2015 performance, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

The following charts demonstrate the achievements of our executive team since Messrs. Downes and Springer assumed their roles in February 2013.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (the “CD&A”) provides an overview of the Company’s executive compensation program and executive compensation philosophies and objectives. The CD&A also discusses actions taken by the Company and the Compensation Committee with regard to the 2015 compensation of our Named Executive Officers, as well as certain enhancements to our executive compensation program that took effect in 2016.

The Compensation Committee oversees our compensation program for our Named Executive Officers and the equity compensation program for the Company’s employees generally. The Compensation Committee, with significant input from senior management, designs our executive compensation program to attract, retain and reward high-performing executive officers who will drive Company growth and profitability, increase long-term value for shareholders, to send communications to the Board. Shareholders may anonymously communicate any concerns regardingmanage the Company in a prudent and responsible manner, and maintain and enhance the Company’s reputation for operational excellence. In making its decisions, the Compensation Committee takes into account, among other things, the Company’s performance, shareholder alignment, individual employee performance, the Company’s executive retention needs, the recommendations of the Chief Executive Officer, the terms of applicable employment agreements with the Named Executive Officers and the advice of the Compensation Committee’s independent compensation consultant and outside legal counsel.

2015 Compensation Process

In February 2013, when we appointed a new leadership team from within our Company – namely, Messrs. Downes, Springer and Donaghy – we entered into new employment agreements with each of them (the “2013 Employment Agreements”). Mr. Downes’ agreement expired on December 31, 2015. At the end of 2014, we renewed Mr. Springer’s and Mr. Donaghy’s agreements for one more year, until December 31, 2015, to our non-management directors by calling 877-778-5463,give management and the Compensation Committee time to formulate a revised compensation program for all three of these Named Executive Officers.

As a result, 2015 was the last year in which is the same number that employees may use to anonymously report complaints to the Audit Committee concerning accounting or auditing mattersthese Named Executive Officers were compensated pursuant to the Code2013 compensation framework.

During 2015 and the early part of Conduct. Upon receipt2016, the Compensation Committee’s Committee negotiated new employment agreements with each of these Named Executive Officers as well as with Mr. Wilcox, who became our CFO in October 2013, and whose employment agreement expired in October 2015, including re-evaluating each of the components of the total compensation payable to the Company’s senior management. In so doing, both senior management and the Committee were mindful of the results of the shareholder information,vote on the non-managementCompany’s say-on-pay proposal at our 2014 Annual Meeting, at which 50.2% of the shares cast approved the compensation paid to our Named Executive Officers and, conversely, at which almost half of the shares cast did not approved our pay program. We recognize and appreciate the fundamental interest that our shareholders have in the compensation of our executive officers and attempted in the new employment agreements to achieve a greater alignment between shareholder value creation and executive pay in the context of our historical compensation levels and practices.

The Compensation Committee retained Pay Governance LLC, an independent compensation consultant, to advise the Compensation Committee on the Company’s compensation program for senior management. Pay Governance LLC reported directly to the Compensation Committee and has no other relationships with the Company and provides no other services to the Company. The Compensation Committee worked with Pay Governance LLC to review various alternatives for pay design and discussed these compensation alternatives with the Company’s senior management as well as with the Compensation Committee’s outside legal counsel. The Compensation Committee considered market data on compensation programs and pay levels at other companies, but did not set pay levels for 2015 or for future years based on pay levels at competitors or based on any identified peer group of companies. In addition, at the Committee’s request, management conducted a robust shareholder outreach program, engaging with institutional shareholders holding approximately 40% of our outstanding common stock, as of December 31, 2015, on executive compensation issues.

On January 12, 2016, the Company entered into a new three-year employment agreement with Mr. Downes and new two-year employment agreements with Messrs. Springer, Donaghy, and Wilcox (the “2016 Employment Agreements”). The agreements were reviewed on multiple occasions by the independent directors and were approved by the Board (Messrs. Downes and Springer abstaining) upon the recommendation of the Compensation Committee. In consultation with its independent compensation consultant and outside legal counsel, the Compensation Committee considered a range of factors in developing and finalizing the employment agreements, including the feedback the Company solicited from its institutional investors regarding the prior employment agreements between the Company and the executives, the proposals from management regarding the terms of the 2016 Employment Agreements and management’s reactions to various alternative pay structures suggested by Pay Governance LLC, the Company’s financial performance, total shareholder return and operational and organizational accomplishments since this executive team assumed leadership in February 2013, the importance to the Company of continuing to retain each of Messrs. Downes and Springer, the historical pay levels awarded to the leadership team the compensation levels requested by Messrs. Downes and Springer in the course of negotiation of the 2016 Employment Agreements, and the leadership team’s commitment to the Company’s strategic initiatives and anticipated further successes. Within the context of the negotiations of the 2016 Employment Agreements, the Compensation Committee endeavored to tie the compensation of Messrs. Downes and Springer more closely to the achievement of performance goals.

The chart below compares Messrs. Downes’ and Springer’s 2013 Employment Agreements to their 2016 Employment Agreements in response to the views expressed by our shareholders during our investor outreach.

2013 Employment Agreements		Shareholder Feedback		2016 Employment Agreements
•      Mr. Downes received annual incentive award of 3% of company’s pre-tax income up to $5M and 4% of Company’s pre-tax income over $5M. •      Mr. Springer received annual incentive award of 2.5% of Company’s pre-tax income.		Annual bonuses should have a performance threshold, so that performance below a certain threshold results in no bonus payout		•      Must meet a threshold performance level each year to earn an annual incentive award, as follows: ¡     Company’s pre-tax income must exceed $79 million for 2016; and ¡     Company’s pre-tax income must equal at least 85% of the trailing5-year average of pre-tax income for subsequent years. •      If the threshold is met, Messrs. Downes’ and Springer’s annual incentive awards will equal 3% and 1.875%, respectively, of pre-tax income if pre-tax income is less than or equal to $125 million; or 4% and 2.5%, respectively, of pre-tax income if pre-tax income is greater than $125 million. •      Awards are subject to the maximum shareholder-approved amount for an annual incentive award under the Omnibus Plan.
•      Mr. Downes awarded three annual grants of 500,000 shares of restricted stock, subject to one-year vesting and, in the case of the 2015 grant only, a performance condition. •      Mr. Springer awarded two annual grants of 250,000 shares of restricted stock, subject to one-year vesting; and a grant of 75,000 shares of restricted stock in 2015 in connection with the one-year extension of his agreement.		Greater percentage of compensation should be performance-based.		•      In addition to the performance thresholds for annual incentive awards, all equity awards are performance-based, through a balanced mix of PSUs and stock options granted each year (subject to approval of the Omnibus Plan per Item 2): ¡     PSUs are earned only if formulaic performance goals are achieved. ¡     Stock options provide value only if stock price appreciates over the grant date value. •      Awards are expressed as targeted dollar amounts rather than fixed share amounts. ¡     For Mr.Downes, annual PSU grant targeted at $3M and options at $4.4M. ¡     For Mr.Springer, annual PSU grant targeted at $1M and options at $1.5M.
•      Of Mr. Downes’ three annual grants of 500,000 shares of restricted stock, only the last grant of 500,000 restricted shares in 2015 was subject to a performance condition. •      There was no performance condition for Mr. Springer’s equity grants.		Incorporate performance conditions into equity awards. Annual bonus metrics could be more specifically tailored to the Company’s business and better reflect the Company’s goals.		•      To focus management on executing its strategy to increase our policies in-force outside of Florida to grow profitably and diversity revenue and risk, the performance condition for the 2016 grants of PSUs is that the Company’s non-Florida premiums earned in 2016 must exceed, by at least 30%, the non-Florida premiums earned in 2015. •      If the increase in non-Florida premiums is less than 30%, the 2016 PSUs will be forfeited.

Mr. Downes’ Total Compensation in 2015 and the Agreement to Return 290,250 Shares for Lesser Value in 2016

Mr. Downes’ 2015 total compensation amount of $25.03M includes the $13.24M grant date fair value of the 500,000 restricted performance shares of common stock that were granted to Mr. Downes in April 2015 pursuant to his 2013 Employment Agreement. This grant, which was subject to time-based and performance-based vesting conditions, vested in March 2016, and net of shares sold to pay withholding tax, Mr. Downes received 290,250 shares from this grant.

Mr. Downes has offered to the Compensation Committee that he would be willing to return these 290,250 shares to the Company in exchange for a grant of an employee stock option covering 800,000 shares of the Company’s common stock. His rationale for this offer is to further strengthen his alignment with shareholders and to demonstrate that he is highly motivated to improve shareholder return. Although he could freely sell these 290,250 shares in the open market for cash (using the closing price of $16.96 on April 14, 2016, these shares are worth $4.92M), he would prefer that his equity stake from this grant be fully at risk. The Compensation Committee and the Board have discretion whetherconsidered Mr. Downes’ offer and have agreed to conveyaccept the return of the 290,250 shares in exchange for the grant by the Compensation Committee of an employee stock option covering 800,000 of the Company’s common stock (the “Exchange”), subject to the approval by our shareholders of the proposed amendment to the 2009 Omnibus Incentive Plan (see Item 2 in this Proxy Statement and on the proxy card).

The new stock option grant covering 800,000 shares (the “Replacement Option”) would have a per share exercise price equal to the closing price of a share of common stock on the date of our 2016 Annual Meeting; would have a term of seven years; would be fully vested and exercisable at grant date; and would cease to be exercisable 30 days following his termination or resignation or employment for any reason (and would be immediately forfeited if his employment is terminated for cause). In addition, the Replacement Option will provide that, if Mr. Downes exercises the Replacement Option, he will be required to hold the shares received upon exercise (net of any shares withheld for tax purposes) until the earlier of his termination of employment or the expiration of the term of his current employment agreement. Based on the Black-Scholes valuation of a stock option as described in footnote 1 in the Pro Forma Illustration table below, the Replacement Option is expected to have an aggregate grant date fair value that is approximately 78% of the fair market value of the 290,250 shares surrendered as part of the Exchange, based on the closing price of the Company’s common stock of $16.96 on April 14, 2016. The Replacement Option is in addition to, and not in substitution for, the option and performance unit grants contemplated by Mr. Downes’ 2016 Employment Agreement.

In determining to approve the Exchange, the Committee and the Board believed that the Exchange would further strengthen Mr. Downes’ alignment with shareholders and demonstrate his strong commitment to improving shareholder return. The Compensation Committee and the Board also have considered the effect of any such informationarrangement on Mr. Downes’ 2016 Employment Agreement and on the Omnibus Plan.

Pro Forma Illustration

To illustrate the difference between holding 290,250 shares as compared to the Replacement Option, the following table shows Mr. Downes’ potential return on the 800,000 stock options proposed to be granted to him as compared to the 290,250 shares he proposes to return, based on the closing price of the Company’s common stock on April 14, 2016, which was $16.96 per share:

(1)  Based on a Black-Scholes option-pricing model utilizing the following assumptions – expected volatility, 47.6%; expected dividend yield, 4.0.%; exercise price, $16.96; risk free interest rate, 1.04%; and expected term in years, 4.08 – we estimate the grant date fair value of an option with an exercise price of $16.96 to be $4.83 per share.

Compensation Committee and Board Decision Subject to Shareholder Approval

As noted above, after consideration of these factors, the Compensation Committee and the Board have approved the Exchange, subject to shareholder approval of the amendment to the Omnibus Plan to increase the number of authorized shares under the Plan, among other things, to cover the additional shares to be issued upon exercise of the Replacement Option.

In the event shareholders approve the amendment to the Incentive Plan, which is Item 2 on the proxy card, then Mr. Downes will return the 290,250 shares of common stock to the Company, and the Compensation Committee will grant him the Replacement Option on the date of the annual shareholder meeting. In the event shareholders do not approve the amendment to the Incentive Plan, then the Exchange will not occur and Mr. Downes will continue to hold the 290,250 shares of common stock from the April 2015 grant.

2015 Compensation Components

Other than for Ms. Cooper, who does not have an employment agreement, the compensation for the Named Executive Officers in 2015 was largely determined by the terms of their 2013 Employment Agreements in place for each such officer as well as by the Compensation Committee’s discretionary decisions to grant certain equity awards to the Named Executive Officers. The following table outlines the major elements of compensation in 2015 for our full Board.Named Executive Officers.

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Base Salary

For Messrs. Downes, Springer and engagement withDonaghy, their base salaries were established in their 2013 Employment Agreements, which also govern the terms of any increases throughout the term of the agreements. In setting base salaries and salary increases for Messrs. Downes, Springer and Donaghy in 2013, the Compensation Committee was mindful of each executive’s critical importance to the ongoing success of our largest shareholders. Recently, we have reached outbusiness and the rights and entitlements of each executive under his prior employment agreement. Pursuant to our institutional shareholders, representinghis 2013 Employment Agreement, Mr. Downes’ salary for 2015 was increased by 7.25% from his 2014 annual salary. The one-year extensions of Messrs. Springer and Donaghy’s 2013 Employment Agreements did not increase their annual salaries in 2015 as compared to 2014. The renewal of Mr. Wilcox’s agreement in 2015 increased his salary from $350,000 to $375,000. Ms. Cooper’s salary reflects the size and importance of her role in the aggregate approximately 60%Company. In their 2016 Employment Agreements, Messrs. Downes’ and Springer’s base salaries will not be increased or decreased during the term of their 2016 Employment Agreements; and Messrs. Donaghy’s and Wilcox’s base salaries may be adjusted by the Compensation Committee at its discretion.

Annual Incentive Compensation

The annual incentive awards for Messrs. Downes, Springer and Donaghy were determined under formulas approved by our institutional ownershipshareholders at April 6, 2015, for input on governance and executive compensation matters. We are thoughtfully considering matters raised through this outreach, including the appropriate percentage of shares necessary to call a special meetingour 2013 Annual Meeting of shareholders and inputincorporated into the 2013 Employment Agreements, as follows:

For Messrs. Downes and Springer, such amounts are calculated before they are deducted from pre-tax income; for Mr. Donaghy, such amount is calculated before it is deducted from after-tax profit. The 2013 Employment Agreements used pre-tax income and after-tax profit to determine annual incentive compensation because management must focus on these performance measures to manage and operate the Company profitably and to grow the Company’s business. This approach to annual incentives recognizes the central roles of Messrs. Downes, Springer and Donaghy within the Company.

For 2015, the Company’s pre-tax income was approximately $175 million and after-tax profit was approximately $106 million. Under the shareholder-approved formulas above, the Compensation Committee therefore approved annual incentive awards for 2015 of $7,504,396 for Mr. Downes, $4,721,498 for Mr. Springer and $1,610,902 for Mr. Donaghy.

Beginning in 2016, in response to investor comment that annual incentive awards were payable without regard to meeting any minimum performance threshold, Messrs. Downes and Springer will receive pursuant to their 2016 Employment Agreements an annual incentive award for 2016 only if the Company’s pre-tax income exceeds $79 million for 2016; in subsequent years, this threshold will be equal to 85% of the trailing five-year average of the Company’s pre-tax income. If the applicable threshold is met, for Mr. Downes, his annual incentive will equal 3% of pre-tax income if pre-tax income is less than or equal to $125 million; or 4% of pre-tax income if pre-tax income is greater than $125 million. For Mr. Springer, his annual incentive will equal 1.875% of pre-tax income if pre-tax income is less than or equal to $125 million; or 2.5% of pre-tax income if pre-tax income is greater than $125 million. In each case, the award will be subject to the maximum shareholder-approved amount for an annual incentive award under the Omnibus Plan. See Item 2 regarding our executiveapproval of amendments to and a restatement of the Omnibus Plan. Mr. Donaghy’s entitlement to an annual bonus under his 2016 Employment Agreement is essentially unchanged from his prior employment agreement.

Mr. Wilcox and Ms. Cooper were not subject to a formulaic annual compensation program. See “Advisory Votesprogram in 2015. Based on Compensation”the recommendation of Mr. Downes, the Compensation Committee awarded discretionary bonuses in the amounts of $200,000 for Mr. Wilcox and $50,000 for Ms. Cooper. Mr. Downes’ recommendation to the Compensation Committee for such discretionary bonuses was based primarily on Mr. Wilcox’s leadership in strengthening the Company’s finance and accounting functions and Ms. Cooper’s new responsibilities. In approving the bonus for Mr. Wilcox, the Compensation Committee also took into account input from Mr. Peterson, the Chair of the Audit Committee.

Equity Incentive Compensation

Messrs. Downes, Springer and Donaghy each received grants of shares in 2015 that would vest only if the Company earned at least $50 million of income before taxes (determined after certain objectively determinable adjustments based on certain circumstances outside of the control of Messrs. Downes, Springer and Donaghy). The number of shares awarded was 500,000 for Mr. Downes, 75,000 shares for Mr. Springer and 40,000 shares for Mr. Donaghy. For Mr. Downes, this award was contractually required under the terms of his 2013 Employment Agreement. For Messrs. Springer and Donaghy, the Compensation Committee made the awards in connection with extending their 2013 Employment Agreements to December 31, 2015. The Company achieved 2015 income before taxes of approximately $175 million, and as a result, the performance condition for these awards was achieved.

The 2013 Employment Agreement for Mr. Downes provided for three annual grants of 500,000 shares of restricted stock, subject to one-year vesting, each in 2013, 2014 and 2015. At the time we entered into this

agreement in February 2013, our common stock was trading at between $4 and $5 per share. Since 2013, as the Company’s stock price has increased, the grant date fair value of each annual grant has correspondingly increased. The grant date fair value of Mr. Downes’ April 2015 grant of 500,000 shares was $13,240,000. For purposes of comparison, the grant date fair value of his first grant of 500,000 shares in April 2013 was $2,440,000. See “Mr. Downes’ Total Compensation in 2015 and the Agreement to Return 290,250 Shares for Lesser Value in 2016,” above, for Mr. Downes’ offer to return the shares received from the April 2015 grant.

Going forward, the Compensation Committee has adjusted its grant practice, as reflected in the 2016 Employment Agreements for Messrs. Downes and Springer, to base annual equity grants on a targeted dollar value rather than a fixed number of shares. The use of a targeted dollar value for equity grants is intended to balance the goals of providing more predictable compensation levels associated with annual equity awards and providing appropriate retention and alignment of interests with shareholders.

In addition to the 2015 stock grants, the Compensation Committee granted stock options during 2015 to Mr. Downes, for 300,000 shares, and to Mr. Wilcox and Ms. Cooper, each for 25,000 shares. The Company uses grants of stock options to focus executives on delivering long-term value to shareholders because options have value only to the extent that the price of Company stock on the date of exercise exceeds the stock price on the grant date, as well as to retain executives. Mr. Downes’ stock options vest over a four-year period, and the stock options granted to Mr. Wilcox and Ms. Cooper vest ratably over a three-year period.

Perquisites and Other Benefits

In 2015, the Company provided the following benefits to each of Messrs. Downes, Springer and Donaghy: (1) Company-paid medical and dental and disability insurance premiums; (2) annual automobile allowance; and (3) Company-paid premiums for each executive’s term life insurance policy with a death benefit in the amount of $1 million. Ms. Cooper also received an annual automobile allowance.

Our Named Executive Compensation sectionOfficers participate in our corporate-wide benefit programs and other than as otherwise discussed herein, are offered benefits that generally are commensurate with the benefits provided to all of this Proxy Statementour full-time employees, which includes participation in the Company’s 401(k) Plan. In addition, the Company believes that executives should be able to provide for additional details regarding our response to shareholder feedback on ourtheir retirement needs from the total annual compensation and thus the Company does not provide its Named Executive Officers with any qualified or nonqualified pension plans, supplemental executive retirement plans, deferred compensation program.plans or other forms of compensation for retirement.

Compensation Clawback Policy

Our clawback policy is designed to mitigate risk in connection with executive compensation. The clawback policy seeks to recover certain compensation awarded under our 2009 Omnibus Incentive Plan, as amended from time to time (“Omnibus Plan”).Plan. Specifically, the clawback policy provides that if the Board determines that:

the employee must return toreimburse the Company for the amount of overpayment with respect to an award under the overpayment.Omnibus Plan, as well as to the extent required by and otherwise in accordance with applicable law and our polices as may be adopted from time to time.

Stock Ownership; No Hedging or Pledging Shares

It is expected that, within two (2) years of joining the Board, our directors will own shares of Common Stock having a value of at least $25,000. We believe that our directors should be personally invested in the Company alongside our shareholders. Currently and historically, our executive officers hold and have held significant positions in our Common Stock, and the Board has determined that a stock ownership requirement for executive officers is not necessary at this time. Additionally, our directors,Our executive officers and senior accounting and finance personnel may not hedge or short shares of Common Stock,common stock, engage in options trading, trade on margin or pledge shares of Common Stockcommon stock as collateral.

Tax Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), potentially limits the tax deduction for United States income tax purposes for compensation paid to certain of the Named Executive Officers (other than the Chief Financial Officer) that exceeds $1 million for any year. Compensation that qualifies as “performance-based” is not subject to this $1 million limit. The Compensation Committee may structure some elements of compensation for the Named Executive Officers in a manner intended to qualify as “performance-based” under Section 162(m). Because the Compensation Committee also recognizes the need to retain flexibility to make compensation decisions that may not meet the standards of Section 162(m) when necessary to enable the Company to continue to attract, retain and motivate highly qualified executives, it reserves the authority to approve potentially non-deductible compensation in appropriate circumstances.

Compensation Risk Assessment

Our executive compensation program is intended to address, among other things, whether the program pays our executives for performance and whether the program encourages unnecessary or excessive risk taking. We do not believe that our current compensation program creates risks that are reasonably likely to have a material adverse effect on the Company for the following reasons:

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION COMMITTEE

Richard D. Peterson         Michael A. Pietrangelo         Joel M. Wilentz, M.D.

Audit2015 Summary Compensation Table

The following table sets forth the compensation paid to or earned by the Named Executive Officers during each of the Company’s last three years.