FALSE0000776867Bermuda1-899394-27084550375500007768672024-05-232024-05-23

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, 2024
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.)

23 South Main Street, Suite 3B, 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, par value $1.00 per shareWTMNew York Stock Exchange
WTM.BHBermuda Stock Exchange

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
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 2024 Annual General Meeting of Members (the “2024 Annual Meeting”) on May 23, 2024 in Hamilton, Bermuda.

As of April 1, 2024, the record date for the 2024 Annual Meeting, a total of 2,565,733 common shares were outstanding and eligible to vote. The results are presented below.


Proposal 1 - Election of the Company's Directors.

Election Class I Director to a term ending in 2025:
Nominee:Votes FORVotes AgainstAbstainedBroker
Non-votes
Reid T. Campbell2,063,015 52,793 1,342 275,329 
Election Class III Directors to a term ending in 2027:
Nominee:Votes FORVotes AgainstAbstainedBroker
Non-votes
Margaret Dillon1,973,283 142,616 1,251 275,329 
Philip A. Gelston1,872,888 242,922 1,340 275,329 
David A. Tanner2,058,070 57,780 1,300 275,329 


Proposal 2 - Approval of the advisory resolution on executive compensation.
Votes FOR Votes AgainstAbstainedBroker
Non-votes
1,981,167 (94%)129,364 6,619 275,329 



Proposal 3 - Approval of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company's Independent Registered Public Accounting Firm for 2024.
Votes FOR Votes AgainstAbstained
2,313,759 76,763 1,957 

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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.

WHITE MOUNTAINS INSURANCE GROUP, LTD.
May 23, 2024By:
/s/   MICHAELA J. HILDRETH    
       Michaela J. Hildreth
      Managing Director and
       Chief Accounting Officer

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