Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 25, 2017
Date of Report (Date of earliest event reported)
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Exact name of registrant as specified in its charter)
|
| | |
Bermuda
(State or other jurisdiction of incorporation or organization) | 1-8993
(Commission file number) | 94-2708455
(I.R.S. Employer Identification No.) |
80 South Main Street, Hanover, New Hampshire 03755
(Address of principal executive offices)
(603) 640-2200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
White Mountains Insurance Group, Ltd. (the “Company”) held its 2017 Annual General Meeting of Members (the “2017 Annual Meeting”) on May 25, 2017 in Hamilton, Bermuda.
As of April 3, 2017, the record date for the 2017 Annual Meeting, a total of 4,572,792 common shares were outstanding; however, in accordance with the Company’s Bye-laws, direct and constructive holders of common shares whose votes would otherwise confer 10% or more of the votes conferred by all the issued shares of the Company are subject to a cut-back that reduces their total voting power to under 10%. After giving effect to the cut-back, 4,287,907 common shares were eligible to vote. The results are presented below.
Proposal 1 - Election of Class II Directors to a term ending in 2020.
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| | | | | | | | |
Nominee: | Votes FOR |
| Votes FOR After Cut-back |
| Withheld |
| Broker Non-votes |
|
Yves Brouillette | 3,622,815 |
| 3,337,930 |
| 50,470 |
| 490,185 |
|
G. Manning Rountree | 3,621,008 |
| 3,336,123 |
| 52,277 |
| 490,185 |
|
Proposal 2 - Election of Directors of HG Re, Ltd.
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| | | | | | | | |
Nominee: | Votes FOR |
| Votes FOR After Cut-back |
| Withheld |
| Broker Non-votes |
|
Kevin Pearson | 3,615,690 |
| 3,330,805 |
| 57,595 |
| 490,185 |
|
Jennifer Pitts | 3,608,990 |
| 3,324,105 |
| 64,295 |
| 490,185 |
|
Christine Repasy | 3,608,877 |
| 3,323,992 |
| 64,408 |
| 490,185 |
|
John Sinkus | 3,615,685 |
| 3,330,800 |
| 57,600 |
| 490,185 |
|
Proposal 3 - Election of Directors for any new non-United States operating subsidiary of WTM.
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| | | | | | | | |
Nominee: | Votes FOR |
| Votes FOR After Cut-back |
| Withheld |
| Broker Non-votes |
|
Reid Campbell | 3,614,608 |
| 3,329,723 |
| 58,677 |
| 490,185 |
|
Kevin Pearson | 3,614,598 |
| 3,329,713 |
| 58,687 |
| 490,185 |
|
Jennifer Pitts | 3,607,888 |
| 3,323,003 |
| 65,397 |
| 490,185 |
|
G. Manning Rountree | 3,614,309 |
| 3,329,424 |
| 58,976 |
| 490,185 |
|
Proposal 4 - Election of Directors of Split Rock Insurance, Ltd.
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| | | | | | | | |
Nominee: | Votes FOR |
| Votes FOR After Cut-back |
| Withheld |
| Broker Non-votes |
|
Christopher Garrod | 3,615,625 |
| 3,330,740 |
| 57,660 |
| 490,185 |
|
Sarah Kolar | 3,615,841 |
| 3,330,956 |
| 57,444 |
| 490,185 |
|
Kevin Pearson | 3,615,625 |
| 3,330,740 |
| 57,660 |
| 490,185 |
|
John Treacy
| 3,615,647 |
| 3,330,762 |
| 57,638 |
| 490,185 |
|
Proposal 5 - Election of Directors of Grand Marais Capital Limited.
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| | | | | | | | |
Nominee: | Votes FOR |
| Votes FOR After Cut-back |
| Withheld |
| Broker Non-votes |
|
Sarah Kolar | 3,615,596 |
| 3,330,711 |
| 57,689 |
| 490,185 |
|
Jonah Pfeffer | 3,615,381 |
| 3,330,496 |
| 57,904 |
| 490,185 |
|
Davinia Smith | 3,615,760 |
| 3,330,875 |
| 57,525 |
| 490,185 |
|
Proposal 6 - Election of Directors for any new non-United States operating subsidiary of OneBeacon.
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| | | | | | | | |
Nominee: | Votes FOR |
| Votes FOR After Cut-back |
| Withheld |
| Broker Non-votes |
|
Sarah Kolar | 3,614,573 |
| 3,329,688 |
| 58,712 |
| 490,185 |
|
Paul McDonough | 3,614,308 |
| 3,329,423 |
| 58,977 |
| 490,185 |
|
Kevin Pearson | 3,614,598 |
| 3,329,713 |
| 58,687 |
| 490,185 |
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John Treacy | 3,614,230 |
| 3,329,345 |
| 59,055 |
| 490,185 |
|
Proposal 7 - Approval of the advisory resolution on executive compensation.
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| | | | | | | |
Votes FOR | Votes FOR After Cut-back | Votes Against |
| Abstained |
| Broker Non-votes |
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2,489,769 (67.9%) | 2,204,884 (65.2%) | 1,178,546 |
| 4,970 |
| 490,185 |
|
Proposal 8 - Advisory vote on the frequency of future advisory votes on executive compensation.
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| | | | | | | | | |
Every 1 Yr. | Every 1 Yr. After Cut-back | Every 2 Yrs. |
| Every 3 Yrs. |
| Abstained |
| Broker Non-votes |
|
3,562,058 | 3,277,173 | 2,125 |
| 91,017 |
| 18,085 |
| 490,185 |
|
Proposal 9 - Approval of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s Independent Registered Public Accounting Firm for 2017.
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| | | | | |
Votes FOR | Votes FOR After Cut-back | Votes Against |
| Abstained |
|
4,109,829 (98.7%) | 3,824,944 (98.6%) | 53,047 |
| 594 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | WHITE MOUNTAINS INSURANCE GROUP, LTD.
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DATED: May 31, 2017 | | By: | | /s/ J. BRIAN PALMER J. Brian Palmer Managing Director and Chief Accounting Officer |