0000776867-19-000016.txt : 20190524 0000776867-19-000016.hdr.sgml : 20190524 20190524081916 ACCESSION NUMBER: 0000776867-19-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190524 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190524 DATE AS OF CHANGE: 20190524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITE MOUNTAINS INSURANCE GROUP LTD CENTRAL INDEX KEY: 0000776867 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 942708455 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08993 FILM NUMBER: 19852075 BUSINESS ADDRESS: STREET 1: 80 SOUTH MAIN ST CITY: HANOVER STATE: NH ZIP: 03755 BUSINESS PHONE: 603 640 2200 MAIL ADDRESS: STREET 1: 80 SOUTH MAIN STREET CITY: HANOVER STATE: NH ZIP: 03755 FORMER COMPANY: FORMER CONFORMED NAME: WHITE MOUNTAINS INSURANCE GROUP INC DATE OF NAME CHANGE: 19990603 FORMER COMPANY: FORMER CONFORMED NAME: FUND AMERICAN ENTERPRISES HOLDINGS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FUND AMERICAN COMPANIES INC DATE OF NAME CHANGE: 19920701 8-K 1 wtm2019proxyvoting8-k.htm 8-K 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 23, 2019
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.

The Company held its 2019 Annual General Meeting of Members (the “2019 Annual Meeting”) on May 23, 2019 in Hamilton, Bermuda.

As of April 3, 2019, the record date for the 2019 Annual Meeting, a total of 3,181,199 common shares were outstanding and eligible to vote. The results are presented below.


Proposal 1 - Election of Class I Directors to a term ending in 2022:

Nominee:Votes FORWithheldBroker
Non-votes
Morgan W. Davis2,559,601 76,334 362,149 
Peter M. Carlson2,610,085 25,850 362,149 
David A. Tanner2,609,397 26,538 362,149 

Proposal 1 - Election of Class II Director to a term ending in 2020:

Nominee:Votes FORWithheldBroker
Non-votes
Lowndes A. Smith2,565,938 69,997 362,149 


Proposal 2 - Approval of the advisory resolution on executive compensation.

Votes FOR Votes AgainstAbstainedBroker
Non-votes
2,469,136 (94%) 163,887 2,912 362,149 


Proposal 3 - Approval of the Company's amended and restated long-term incentive plan.

Votes FOR Votes AgainstAbstainedBroker
Non-votes
2,506,031 (95%) 126,649 3,255 362,149 


Proposal 4 - Approval of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s Independent Registered Public Accounting Firm for 2019.

Votes FORVotes AgainstAbstained
2,950,693 45,221 2,170 




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 24, 2019By:
/s/   J. BRIAN PALMER     
       J. Brian Palmer
       Managing Director and
       Chief Accounting Officer