SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 27, 2019
Date of Report (Date of earliest event reported)
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Exact name of registrant as specified in its charter)
(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)
(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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer.
On February 27, 2019, the Board of Directors (the “Board”) of White Mountains Insurance Group, Ltd. (the “Company”) voted to elect Peter M. Carlson as a new director, effective immediately. Mr. Carlson will hold office as a director on the Board and serve on the Audit Committee of the Board until the Company’s next annual meeting of shareholders and until his successor is elected and qualified or until his earlier resignation or removal.
Mr. Carlson will receive compensation for his service on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors. A description of the Company’s non-employee director compensation appears under the caption “Director Compensation” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 10, 2018.
Our press release announcing Mr. Carlson’s election is attached as Exhibit 99.1 and incorporated by reference herein.
ITEM 9.01. Financial Statements and Exhibits.
Press Release, dated as of March 1, 2019
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: March 1, 2019
/s/ J. BRIAN PALMER
J. Brian Palmer
Managing Director and
Chief Accounting Officer
INDEX OF EXHIBITS
CONTACT: Todd Pozefsky
Peter Carlson Elected To The White Mountains Board
HAMILTON, Bermuda, March 1, 2019 -- The Board of Directors of White Mountains Insurance Group, Ltd. (NYSE: WTM) has elected Peter M. Carlson as a director of the Company.
Mr. Carlson was formerly Chief Operating Officer of Brighthouse Financial, Inc. Previously, he was EVP and Chief Accounting Officer of MetLife, Inc. Mr. Carlson has also served on the Financial Accounting Standards Advisory Council.
CEO Manning Rountree said, "We are pleased to welcome Pete to our Board of Directors. His extensive experience with accounting, insurance, banking and corporate governance will benefit our owners."
White Mountains is a Bermuda-domiciled financial services holding company traded on the New York Stock Exchange and the Bermuda Stock Exchange under the symbol "WTM". Additional financial information and other items of interest are available at the Company's web site located at www.whitemountains.com.