SCHEDULE 14A

(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒                             ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

HCI GROUP, 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 29, 2021                

Dear Fellow Shareholders,

The past year was a time of challenge and accomplishment for HCI. We successfully adapted our business operations to the COVID-19 pandemic, completed a planned relocation of our headquarters and, most significant, set the stage for a major investment by a leading private equity firm in TypTap Insurance Group, Inc., our fast growing, InsurTech business.

At the outset of the COVID-19 pandemic, we adapted by successfully transitioning to a work from home model. The transition was nearly seamless. Overall, our operations have been minimally affected by the pandemic. Another challenge last year was the weather. The year 2020 had a very active hurricane season. We, nevertheless, achieved financial success with a year over year stock price increase of 14.6% and an increase in total shareholder return that outperformed our core peer group.

During 2020, we also relocated our headquarters to 3802 Coconut Palm Drive, Tampa, Florida 33619, which is east of downtown Tampa. Our 2021 shareholders meeting will be held in the new headquarters.Please note that the meeting, to be held on June 3, 2021 at 3 p.m., will be formal and brief, due to COVID-19 concerns. If you decide to attend the meeting in person, please wear a mask and maintain social distancing.

As many of you know, in 2020, we sold our old Cypress Street headquarters property in Tampa to the State of Florida, which needs the property for an important transportation project. Under terms of the sale, we are entitled to use the property for up to three years. Also in 2020, we purchased an office building formerly used by Citizens Property Insurance Company, the state sponsored homeowners insurance company. For the interim, TypTap Insurance Group will continue to use the Cypress Street property as its headquarters. HCI, however, has permanently moved to the new location east of Tampa. We look forward post pandemic to showing you the new headquarters and the plans we have there.

This headquarters move is part of an overall restructuring plan whereby TypTap Insurance Group is to operate independently from HCI and have its own independent board of directors. On February 26, 2021, Centerbridge Partners, L.P., a large private investment firm, invested $100 million in TypTap Insurance Group. That investment implies a valuation for TypTap of approximately $850 million. As part of that transaction Eric Hoffman, a managing director at Centerbridge, joined HCI’s board of directors. Karin Coleman, our chief operating officer, also joined the board.

These are exciting times at HCI. It’s important that we hear from you in connection with the annual shareholders meeting. Please read the accompanying Proxy Statement and follow the voting instructions it contains so that your vote will be counted.

On behalf of the Board of Directors, I thank you for your investment in HCI.

Sincerely,

Paresh Patel

Chairman of the Board

Chief Executive Officer

3802 Coconut Palm Drive

Tampa, Florida 33619

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND PROXY STATEMENTThursday, June 3, 2021

2018

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

ANNUAL MEETING OF SHAREHOLDERSThis summary highlights information that can be found elsewhere in this Proxy Statement. It does not contain all the information that you should consider. You should read the entire Proxy Statement before voting.

TO BE HELD MAY 24, 2018Information About the Annual Meeting

Items of Business

We do not anticipate that any other business matters will be brought before the meeting for a vote. However, if any other matters are presented, it is the intention of the persons named in the proxy to vote the proxy as recommended by the Board of Directors or, if no recommendation is given, in their own discretion using their best judgment.

How to Vote

By Internet		By Phone		By Mail		In Person
TO THE SHAREHOLDERS OF HCI GROUP, INC.:					April 27, 2018
www.proxyvote.com		Call the phone number listed on your proxy card		Follow the instructions on your proxy card		Vote by ballot at our Annual Meeting

Call the phone number listed on your proxy card or HCI’s proxy advisor, Alliance Advisors LLC, at 844-618-1694 (toll free in the United States).

PROXY STATEMENT SUMMARY

Annual Meeting Rules of ShareholdersConduct

To ensure fair, orderly and at any adjournments or postponements thereof.

You are invited to attend our Annual Meetingconstructive meetings, the Board of Shareholders on Thursday, May 24, 2018, beginning at 3 p.m., local time. The Annual Meeting will be held at our headquarters, Cypress Commons, 5300 West Cypress Street, Suite 105, Tampa, Florida 33607. Shareholders will be admitted beginning at 2:30 p.m.

It is importantDirectors has adopted rules of conduct for shareholder meetings, including that your proxy be returned promptly to avoid unnecessary expense to the company. Therefore, whether you plan to attend the Annual Meeting or not and regardlessonly shareholders of record as of the numberrecord date or their duly authorized representatives are entitled to vote or address the meeting; no one may address the meeting unless called upon by the presiding officer of shares you own, please date, signthe meeting; and return the enclosed proxy card promptly or follow the instructions on the card for voting by telephone or Internet.

At the meeting, the use of cameras, audio or video recording equipment, communications devices or similar equipment willis prohibited. Individuals who violate these rules may be prohibited.removed. (See “About the Annual Meeting: Are there rules of Conduct?”)

Important Notice Regarding Availability of Proxy Materials

Upon your written request, we will provide you with a copy of our 2017 annual report2020 Annual Report on Form10-K, including exhibits, free of charge. Send your request to HCI Group, Inc., c/o Kevin Mitchell, Vice President of Investor Relations, 5300 West Cypress Street, Suite 100,Rachel Swansiger, Staff Attorney, 3802 Coconut Palm Drive, Tampa, Florida 33607.33619.

5300 WEST CYPRESS STREET, SUITE 100

TAMPA, FLORIDA 33607

ABOUT THE ANNUAL MEETINGPROXY STATEMENT SUMMARY

What isFinancial Highlights

Our business performance in 2020 continued our long-term record of strong financial and operating results. Net income in 2020 was $27.6 MM, or $3.49 earnings per diluted common share, up from $26.6 MM in the purposeprevious year. We also maintained a strong balance sheet, paid $12.4 MM in dividends, and returned an additional $5.2 MM to shareholders in the form of share repurchases. TypTap Insurance Company, our technology-driven insurance subsidiary, increased gross earned premium 155% compared with 2019.

Over the past decade, HCI has delivered solid results for shareholders. Our Return on Equity (ROE) has averaged 19% over this period, and we have reported strong levels of Earnings Before Interest and Taxes (EBIT), despite several hurricanes that had a material impact on our core homeowners insurance business. The Company has been profitable in 51 of the meeting?last 53 quarters and has paid dividends in 42 consecutive quarters.

PROXY STATEMENT SUMMARY

SHAREHOLDER ENGAGEMENT

Each year we engage in robust shareholder outreach efforts. The principal purposesfeedback we receive is valuable and informative, providing actionable items for positive change. Since the 2020 annual meeting, we reached out to our shareholders, focusing on our 30 largest shareholders, which represent approximately 72% of our outstanding common stock. During the past 12 months, the Chair of the Annual Meeting areCompensation Committee and our Investor Relations Staff spoke with seven shareholders representing nearly 36% of the Company’s outstanding common stock. During these conversations, we heard from shareholders regarding our Board composition, corporate governance policies and executive compensation practices, as well as our policies on corporate social and environmental (E&S) responsibility. Of the shareholders who declined our request for a call, many stated the reason for doing so was satisfaction with HCI’s overall approach to elect two directors to the company’s Board of Directorsgovernance, compensation and ratify the appointment of Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2018. In addition, our management will report on our performance during 2017, discuss challenges ahead and respond to questions from shareholders.E&S matters.

When were these materials mailed?

SHAREHOLDER ENGAGEMENT

GOVERNANCE HIGHLIGHTS

We began mailing this proxy statement on or about April 27, 2018.

Who is entitledare committed to vote?

Shareholdersmaintaining a high standard of record atcorporate governance to support the closecreation of business on the record date, April 11, 2018, are entitled to vote in person or by proxy at the Annual Meeting. In general, shareholders are entitled to one vote per common share on each matter voted upon. In an election for directors, however, shareholders are entitled to vote the number of shares they own for as many director candidates as there are directors to be elected. Theshareholder value. We have a Lead Independent Director, a Board of Directors has determined that the Board of Directors should include three Class A directorships. However, only two director candidates have been nominated and are eligible to be voted upon. Accordingly, since two directors are to be elected at this Annual Meeting, in electing directors, each share held will entitle the shareholder to two votes, one per director. Shareholders may not cumulate their votes. As of April 11, 2018, there were 9,372,389 common shares outstanding.

What constitutes a quorum?

The presence at the Annual Meeting, in person or by proxy, of the holderscomprised of a majority of independent directors and a director share ownership requirement. More recently, the shares outstanding will constituteBoard established a quorum, permitting usShare Ownership Policy for the Chief Executive Officer and created a Sustainability Committee to assist the Board in its oversight of environmental and social policies.

In 2020, Mr. Macchiarola and Ms. Spencer resigned from the Board, in order to add their valuable experience to the Board of TypTap Insurance Group, Inc. In February 2021, Karin Coleman, Chief Operating Officer, was appointed to the HCI Group Board. Additionally, Eric Hoffman, a managing director of Centerbridge Partners L.P., was appointed to the Board.

We have a Code of Conduct to ensure that the conduct of our employees, officers and directors remains in compliance with laws, regulations and ethical principles. Employees, officers and directors are prohibited from engaging in derivative trading or hedging of our securities. We do not have a shareholder rights plan (“poison pill”).

Our executive compensation programs are designed to align the businessinterests of the meeting. Proxies received but marked as “WITHHOLD AUTHORITY”our executives with those of our shareholders and brokernon-votesuse a balanced mix of cash and long-term equity-based incentives that is benchmarked against our industry peers and will be includedtied to specific performance objectives beginning in the calculation of the number of shares considered to be present at the Annual Meeting, but will not be counted2021. We have a clawback policy that provides for any other purpose. A brokernon-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular proposal and has not received instructions as to that proposal from the beneficial owner.

What is the difference between a shareholder of record and a beneficial owner?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a “shareholder of record.” This Notice of Meeting and proxy statement has been provided directly to youpay reimbursement by HCI Group, Inc. You may vote by ballot at the meeting or vote by proxy. To vote by proxy, sign, date and return the enclosed proxy card or follow the instructions on the proxy card for voting by telephone or Internet. Alternatively, you may provide your own proxy to anyone to represent you and vote on your behalf at the meeting.

If your shares are held for you in a brokerage, bank, or other institutional account (that is, held in “street name”), then you are not a shareholder of record. Rather, the institution is the shareholder of record and you are the “beneficial owner” of the shares. The accompanying Notice of Meeting and this proxy statement have been forwarded to you by that institution. If you complete and properly sign the accompanying proxy card and return it in the enclosed envelope, or follow the instructions on the proxy card for voting by telephone or Internet, the institution will cause your shares to be voted in accordance with your instructions. If you are a beneficial owner of shares and wish to vote in person at the Annual Meeting, then you must obtain a proxy, executed in your favor, from the shareholder of record (the institution).

How do I vote?

By Ballot at the Meeting. If you are a shareholder of record and attend the Annual Meeting, you may vote in person by ballot at the Annual Meeting. To vote by ballot, you must register and confirm your shareholderan executive officer under appropriate circumstances.

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status at the meeting. If the shareholder of record is a corporation, partnership, limited liability company or other entity of which you are an officer or other authorized person, then you should bring evidence of your authority to vote the shares on behalf of the entity. If your shares are held for you in a brokerage, bank, or other institutional account (that is, in “street name”), you must obtain a proxy, executed in your favor, from that institution (the shareholder of record) to vote your beneficially-owned shares by ballot at the Annual Meeting. In the election of directors (Matter No. 1), each share held by a shareholder of record will be entitled to two votes, one for each director to be elected. Your option with respect to each director will be to vote “FOR” the director or to abstain from voting. In the vote to ratify the appointment of Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2018 (Matter No. 2), each share held by a shareholder of record will be entitled to one vote. Your options will be to vote “FOR” or “AGAINST” or to “ABSTAIN.”

By Proxy. If you complete, sign, and return the accompanying proxy card or follow the instructions on the proxy card for voting by telephone or Internet, then your shares will be voted as you direct. In the election of directors (Matter No. 1), your options with respect to each director are to direct a vote “FOR” or to “WITHHOLD AUTHORITY.” In the proposal to ratify the appointment of Dixon Hughes Goodman, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2018 (Matter No. 2), your options will be to direct votes “FOR” or “AGAINST” or to direct the proxy to “ABSTAIN” from voting on that proposal.

If you are a shareholder of record, then you may opt to deliver your completed proxy card in person at the Annual Meeting.

Can I vote by telephone or Internet?

Yes. If you follow the instructions on the proxy card for voting by telephone or Internet, your shares will be voted as you direct.

What does it mean if I receive more than one proxy card?

When you own your shares in different ways, you will receive separate proxy cards for each mode of ownership. For example, you may own shares individually, as a joint tenant, in an individual retirement account, in trust, or in one or more brokerage accounts. You should complete, sign, and return each proxy card you receive or follow the telephone or Internet instructions on each card. The instructions on each proxy card may differ. Be sure to follow the instructions on each card.

Can I change my vote or instruction?

Yes. You may follow the instructions on the proxy card to change your votes or instructions any time before midnight the day before the meeting.

In addition, if you are a shareholder of record, you may revoke your proxy any time before your shares are voted by filing with the secretary of the company a written notice of revocation or submitting a duly executed proxy bearing a later date. If you file a notice of revocation, you may then vote (or abstain from voting) your shares in person at the Annual Meeting. If you submit a later dated proxy, then your shares will be voted in accordance with that later dated proxy. No such notice of revocation or later dated proxy, however, will be effective unless received by us at or before the Annual Meeting and before your shares have been voted at the meeting. Unless the proxy is revoked, the shares represented thereby will be voted at the Annual Meeting or any adjournment thereof as indicated on the proxy card. Sending in a proxy does not affect your right to vote in person if you attend the meeting, although attendance at the meeting will not by itself revoke a previously granted proxy.

If I submit a proxy card, how will my shares be voted?

Your shares will be voted as you instruct on the proxy card.

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MATTER NO. 1 ELECTION OF DIRECTORS RECOMMENDS A VOTE

FORBoard of Directors

MATTER NO. 1 ELECTION OF EACHDIRECTORS

Board Selection Process

In accordance with the Company’s articles of incorporation, the Board of Directors is divided into three classes. Each class consists of two or three directors. All directors within a class have the same three-year terms of office. The class terms expire at successive annual shareholders’ meetings so that each year one class of directors is elected at the Annual Meeting. The Board does not believe arbitrary term limits on a director’s service are appropriate, nor does it believe that directors should expect to be re-nominated upon expiration of a three-year term. Each year the Board of Directors proposes a slate of nominees for election at the Annual Meeting.

The Governance and Nominating Committee is tasked with identifying and selecting individuals believed to be qualified as candidates to serve on the Board and recommending to the Board candidates to stand for election as directors at the Annual Meeting or, if applicable, at a special meeting of the shareholders. The Governance and Nominating Committee identifies director candidates in numerous ways. Generally, the candidates are known to and recommended by members of the Board of Directors or management. The Governance and Nominating Committee also considers director candidates recommended by shareholders. Shareholders may submit recommendations for Board nominees directly to the Board or at the Annual Meeting of Shareholders. See page 49 for information on submitting director nominations to the Board. A shareholder wishing to nominate an individual for election to the Board of Directors at the Annual Meeting rather than recommend a candidate to the Governance and Nominating Committee must comply with the advance notice requirements set forth in the Company’s bylaws, a copy of which can be found on the Company’s website, www.hcigroup.com, by selecting the “Investor Information” tab followed by “Corporate Governance.”

Qualifications of Board Members

In selecting individuals for Board membership, the Board of Directors considers a variety of attributes, criteria and factors, including experience, skills, expertise, diversity, personal and professional integrity, character, temperament, business judgment, time availability, dedication and conflicts of interest. At a minimum, director candidates must be at least 18 years of age, have sufficient time to devote to their Board duties and have such business, financial, technological or legal experience or education to enable them to make informed decisions on behalf of the Company. A majority of the Board members must be independent, as determined by the Board of Directors, in accordance with the listing standards of the New York Stock Exchange. In general, the Board affirmatively determines whether a director has any direct or indirect material relationship with the Company. All members of the Audit Committee, Compensation Committee, and Governance and Nominating Committee must be independent, with members of the Audit Committee and the Compensation Committee meeting higher levels of independence as required by the rules of the Securities and Exchange Commission. Members of the Audit Committee must be financially literate as determined by the Board and at least one member must be an Audit Committee Financial Expert as described in the rules of the U.S. Securities and Exchange Commission.

Diversity of Skills and Experience of Directors

*Includes experience in the areas of insurance, technology and real estate.

MATTER NO. 1 ELECTION OF THE NOMINEES AS DIRECTORS

Diversity and Board Tenure

We believe that a variety of perspectives, opinions and backgrounds among Board members is important to the Board’s ability to perform its duties. Our Board is diverse in terms of gender, ethnicity, culture, education and business backgrounds.

Board tenure diversity is equally important, as we seek to achieve an appropriate balance of years of service among Board members. Our senior directors have deep knowledge of our Company and business operations, while new directors provide fresh perspectives. Our current Board of Directors has an average tenure of 8.6 years.

Arrangements as to Selection and Nomination of Directors

We are not aware of any arrangements as to the selection and nomination of directors.

Independent Directors

Based upon recommendations of our Governance and Nominating Committee, the Board of Directors has determined that current directors Gregory Politis, Wayne Burks, Eric Hoffman, Jay Madhu and Sue Watts are “independent directors” meeting the independence tests set forth in Section 303A.02 of the New York Stock Exchange Listing Manual, including having no material relationship with the Company either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. In the case of Mr. Madhu, the Board considered his role as a President and Chief Executive Officer of Oxbridge Re Holdings, which had a reinsurance agreement that terminated in 2018 with the Company’s subsidiary, Claddaugh Casualty Insurance Company Ltd. In the case of Mr. Hoffman, the Board considered his role as a Managing Director of Centerbridge Partners, which agreed to invest $100 MM in the Company’s subsidiary TypTap Insurance Group and under theagreement Mr. Hoffman would serve on the Company’s Board.

Director Election Results

At our 2020 Annual Meeting of Shareholders, Wayne Burks, Jay Madhu and Anthony Saravanos were re-elected to the Board with vote totals detailed below.

MATTER NO. 1 ELECTION OF THE COMPANY — ITEM 1 ON YOUR PROXY CARD.DIRECTORS

DIRECTORS

Biographies of Directors Standing for Election (Class A)

James Macchiarola,age 69, has served on our Board since November 12, 2013. From 1999 until his retirement in 2015, Mr. Macchiarola served in various positions for the Clearwater, Florida office of Orange Business Services (formerly Equant), a global information technology and communications services provider and subsidiary of Orange S.A. (formerly France Telecom S.A.). From 2009 to 2015, he served as its vice president and head of North American equipment resales and integration services. From 2007 to 2009, he was that company’s area sales vice president for the U.S. east coast and Canada. From 2003 to 2007, he was head of its integration services sales. From 2002 to 2003, he served as head of service operations for the Americas. From 1999 to 2003, he served as head of managed services. From 1994 to 1999, Mr. Macchiarola served as chief operating officer for Techforce, a U.S. based systems integrator. Before that he also served in various positions for Racal Datacom and Syncordia (1990 to 1994), AT&T Paradyne (1984 to 1990) and IBM Corp. (1969 to 1984).

Mr. Macchiarola brings considerable business, management, marketing, and systems experience to the Board of Directors. Information technology and systems knowledge has become increasingly important to the company as the growth of technology in the market becomes more sophisticated. In addition, the company expects Mr. Macchiarola will provide guidance and oversight in the direction of the company’s own information technology division. The marketing and sales experience gained by Mr. Macchiarola, for example, as vice president and head of North American equipment resales and integration services, will prove valuable as the company continues to grow and expand into new products and territories. Mr. Macchiarola serves as chairman of our compensation committee and as a member of our governance and nominating committee.

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Harish M. Patel, age 61, has served onMATTER NO. 1 ELECTION OF DIRECTORS

Biographies of Directors since 2011. Since 2006, Mr. Patel has served also as a director for Medenet, Inc. a medical software and data analytics company based in St. Petersburg, Florida. From 1976 to 1987, Mr. Patel served in various capacities, including as director of sales, director of operations and director at large, for Colorama Photo Processing Laboratories, a family-owned photo processing business located in London, England which pioneered the provision of next day and same day photo processing services to retail outlets in Central London and later provided those services to other regions of the United Kingdom. From 1987 to 1992, Mr. Patel served in various capacities, including as director at large, for Colorama Pharmaceuticals Ltd., a family-ownedstart-up venture which distributed pharmaceuticals to the client base of the photo processing company. From 1992 to 2005, he served as director for Kwik Photo Retail Stores, a London-based, operator of stand-alone andin-store retail photo processing labs. During his tenure, that company expanded from 23 company-owned stores to over 100 outlets. In addition, he established and managed a United States-based data processing subsidiary for that company. None of the foregoing companies are affiliated with our company. He has no familial relationship to Paresh Patel, our chief executive officer and chairman of the Board.

Mr. Patel brings a wide range of business and management experience to the Board of Directors. We expect Mr. Patel’s business and management experience will enhance oversight of the company’s business performance and financial disclosure. We believe also the knowledge he has gained from his experiences, in particular his knowledge of software systems will be valuable as the company considers and seeks growth opportunities. Also important, Mr. Patel has a substantial personal investment in the company. Mr. Patel serves as chairman of our governance and nominating committee and as a member of our audit committee and our compensation committee.

Directors Continuing in Office

Directors whose present terms continue until 20192022 (Class B):

George Apostolou, age 67, has been a director of the company since May 2007. Born in Erithri-Attikis, Greece, Mr. Apostolou moved to the United States in 1971 and earned his State of Florida Contractors License in 1983. In 1987, he established George Apostolou Construction Corporation and has since built more than 200 commercial buildings, including government services buildings, churches, office buildings and retail centers. George Apostolou Construction Corporation is not affiliated with HCI Group, Inc. In addition to contracting, Mr. Apostolou has been involved in the development and investment of many commercial projects and now owns more than 20 properties in the Tampa Bay area. Since 2013, Mr. Apostolou has served on the board of directors of First Home Bank in Seminole, Florida and since 2014 has served as a director of the bank’s holding company, First Home Bancorp, Inc.

Mr. Apostolou brings considerable business, management and real estate experience to the Board of Directors. We expect Mr. Apostolou’s business and management experience will enhance oversight of the company’s business performance. Moreover, real estate experience has become increasingly important to the company as it makes and considers significant real estate investments. His business experience gives him a fundamental understanding of financial statements and business operations. Important also, Mr. Apostolou has a substantial personal investment in the company and he played a large role in bringing initial investors to the company. Mr. Apostolou also serves on our audit committee and our governance and nominating committee.