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 26, 2016
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 2016 Annual General Meeting of Members (the “2016 Annual Meeting”) on May 26, 2016 in Hamilton, Bermuda.

As of April 4, 2016, the record date for the 2016 Annual Meeting, a total of 5,415,862 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 Class I Directors to a term ending in 2019.

Nominee:
Votes FOR

Abstained

Broker Non-votes

Morgan W. Davis
3,587,430

23,795

440,226

Lowndes A. Smith
3,573,552

37,673

440,226

Gary C. Tolman
3,604,458

6,767

440,226

            
Proposal 2 - Election of Directors of HG Re, Ltd.

Nominee:
Votes FOR

Votes Against

Abstained

Broker Non-votes

Kevin Pearson
3,581,301

160

29,764

440,226

Jennifer Pitts
3,582,318

160

28,747

440,226

Christine Repasy
3,582,098

160

28,967

440,226

John Sinkus
3,581,063

160

30,002

440,226


Proposal 3 - Election of Directors of White Mountains Life Reinsurance (Bermuda) Ltd.

Nominee:
Votes FOR

Votes Against

Abstained

Broker Non-votes

Lysa Brown
3,582,000

160

29,065

440,226

Kevin Pearson
3,581,666

160

29,399

440,226

Jennifer Pitts
3,582,257

160

28,808

440,226

Christine Repasy
3,581,725

160

29,340

440,226


Proposal 4 - Election of Directors for any new non-United States operating subsidiary of WTM.

Nominee:
Votes FOR

Votes Against

Abstained

Broker Non-votes

Raymond Barrette
3,582,157

160

28,908

440,226

David Foy
3,581,810

160

29,255

440,226

Kevin Pearson
3,581,153

160

29,912

440,226

Jennifer Pitts
3,581,918

160

29,147

440,226

        





Proposal 5 - Election of Directors of Split Rock Insurance, Ltd.

Nominee:
Votes FOR

Votes Against

Abstained

Broker Non-votes

Christopher Garrod
3,581,111

160

29,954

440,226

Sarah Kolar
3,581,469

160

29,596

440,226

Kevin Pearson
3,581,409

160

29,656

440,226

John Treacy
3,581,202

160

29,863

440,226


Proposal 6 - Election of Directors of Grand Marais Capital Limited.

Nominee:
Votes FOR

Votes Against

Abstained

Broker Non-votes

Sarah Kolar
3,581,589

160

29,476

440,226

Jonah Pfeffer
3,580,934

160

30,131

440,226

Davinia Smith
3,581,392

160

29,673

440,226


Proposal 7 - Election of Directors for any new non-United States operating subsidiary of OneBeacon.

Nominee:
Votes FOR

Votes Against

Abstained

Broker Non-votes

Sarah Kolar
3,581,434

160

29,631

440,226

Paul McDonough
3,581,640

160

29,425

440,226

Kevin Pearson
3,581,309

160

29,756

440,226

John Treacy
3,581,118

160

29,947

440,226


Proposal 8 - Approval of the resolution on majority voting in uncontested director elections.

Votes FOR

Votes Against

Abstained

Broker Non-votes

3,603,763

5,495

1,967

440,226


Proposal 9 - Approval of the advisory resolution on executive compensation.

Votes FOR

Votes Against

Abstained

Broker Non-votes

3,187,159

419,362

4,704

440,226


Proposal 10 - Approval of the appointment of PricewaterhouseCoopers LLP (PwC) as the Company’s Independent Registered Public Accounting Firm for 2016.

Votes FOR

Votes Against

Abstained

4,032,624

17,211

1,616






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: May 31, 2016
 
By:
 
/s/   J. BRIAN PALMER     
       J. Brian Palmer
       Managing Director and
       Chief Accounting Officer