2015ProxyVoting8K


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 28, 2015
Date of Report (Date of earliest event reported)

 
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Exact name of registrant as specified in its charter)
 

Bermuda
 
1-8993
 
94-2708455
(State or other jurisdiction of
incorporation or organization)
 
(Commission file
number)
 
(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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 





ITEM 5.07 Submission of Matters to a Vote of Security Holders.
White Mountains Insurance Group, Ltd. (the “Company”) held its 2015 Annual General Meeting of Members (the “2015 Annual Meeting”) on May 28, 2015 in Stockholm, Sweden.

As of April 1, 2015, the record date for the 2015 Annual Meeting, a total of 5,991,584 common shares were eligible to vote; 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%. The results of the vote, after applying the voting cut-backs which are required by the Company’s Bye-laws, are presented below.

Proposal 1 - Election of the Class III Directors to a term ending in 2018.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

A. Michael Frinquelli
4,197,468

55,542

379,393

Edith E. Holiday
4,035,179

217,831

379,393


Proposal 2 - Election of Directors of Sirius International Insurance Corporation.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Monica Cramér-Manhem
4,233,336

19,674

379,393

Jeffrey Davis
4,215,012

37,998

379,393

Lars Ek
4,214,832

38,178

379,393

Brian Kensil
4,215,014

37,996

379,393

Jan Onselius
4,215,398

37,612

379,393

Allan Waters
4,231,085

21,925

379,393

                
Proposal 3 - Election of Directors of HG Re Ltd.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Sheila Nicoll
4,232,932

20,078

379,393

Kevin Pearson
4,214,947

38,063

379,393

Warren Trace
4,214,882

38,128

379,393

Allan Waters
4,215,125

37,885

379,393


Proposal 4 - Election of Directors of White Mountains Life Reinsurance (Bermuda) Ltd.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Jennifer Pitts
4,232,937

20,073

379,393

Christine Repasy
4,233,100

19,910

379,393

Warren Trace
4,233,044

19,966

379,393

Allan Waters
4,233,326

19,684

379,393


Proposal 5 - Election of Directors of White Shoals Re Ltd.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Christine Repasy
4,232,731

20,279

379,393

Warren Trace
4,214,894

38,116

379,393

Allan Waters
4,215,469

37,541

379,393






Proposal 6 - Election of Directors of Olympus Reinsurance Company Ltd.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Sheila Nicoll
4,232,904

20,106

379,393

Christine Repasy
4,233,152

19,858

379,393

Warren Trace
4,232,963

20,047

379,393


Proposal 7 - Election of Directors of Star Re Ltd.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Monica Cramér-Manhem
4,249,236

3,774

379,393

Christine Repasy
4,249,192

3,818

379,393

Warren Trace
4,248,750

4,260

379,393

Allan Waters
4,249,326

3,684

379,393


Proposal 8 - Election of Directors of Alstead Reinsurance (SAC) Ltd.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Stuart Liddell
4,249,077

3,933

379,393

Sheila Nicoll
4,249,245

3,765

379,393

Christine Repasy
4,249,165

3,845

379,393

Warren Trace
4,248,726

4,284

379,393

                
Proposal 9 - Election of Directors of Sirius Bermuda Insurance Company Ltd.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Monica Cramér-Manhem
4,249,167

3,843

379,393

Jan Onselius
4,230,645

22,365

379,393

Warren Trace
4,231,003

22,007

379,393

Allan Waters
4,231,032

21,978

379,393


Proposal 10 - Election of Directors of White Mountains Re Sirius Capital Ltd.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Michael Dashfield
4,230,769

22,241

379,393

Lars Ek
4,230,925

22,085

379,393

Göran Thorstensson
4,231,053

21,957

379,393

Allan Waters
4,231,274

21,736

379,393


Proposal 11 - Election of Directors of Split Rock Insurance, Ltd.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Christopher Garrod
4,249,053

3,957

379,393

Sarah Kolar
4,249,290

3,720

379,393

Sheila Nicoll
4,249,097

3,913

379,393

John Treacy
4,249,123

3,887

379,393

        





Proposal 12 - Election of Directors for any new non-United States operating subsidiary.

Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Raymond Barrette
4,231,922

21,088

379,393

David Foy
4,231,049

21,961

379,393

Jennifer Pitts
4,249,733

3,277

379,393

Warren Trace
4,231,055

21,955

379,393

        
Proposal 13 - Approval of the advisory resolution on executive compensation.

Votes FOR

Votes Against

Abstained

Broker Non-votes

4,083,582

118,604

50,824

379,393


Proposal 14 - Approval of the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2015.

Votes FOR

Votes Against

Abstained

 
4,584,467

46,511

1,425

 





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.


 
 
WHITE MOUNTAINS INSURANCE GROUP, LTD.

 
DATED: June 1, 2015
 
By:
 
/s/   J. BRIAN PALMER     
       J. Brian Palmer
       Managing Director and
       Chief Accounting Officer