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.

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.

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.

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.

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.

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.

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

John Treacy
3,614,230

3,329,345

59,055

490,185


Proposal 7 - Approval of the advisory resolution on executive compensation.

Votes FOR
Votes FOR After Cut-back
Votes Against

Abstained

Broker
Non-votes

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.

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.

Votes FOR
Votes FOR After Cut-back
Votes Against

Abstained

4,109,829 (98.7%)
3,824,944 (98.6%)
53,047

594








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, 2017
 
By:
 
/s/   J. BRIAN PALMER     
       J. Brian Palmer
       Managing Director and
       Chief Accounting Officer