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
March 1, 2018
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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer.
On March 1, 2018, the Board of Directors (the “Board”) of White Mountains Insurance Group, Ltd. (the “Company”) voted to elect Philip A. Gelston as a new director, effective immediately. In connection with Mr. Gelston’s election, the size of the Board was increased from eight persons to nine persons. Mr. Gelston will hold office as a director on 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. Gelston 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 19, 2017.
Our press release announcing Mr. Gelston’s election is attached as Exhibit 99.1 and incorporated by reference herein.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
99.1 | |
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: March 2, 2018 | By: | /s/ J. BRIAN PALMER J. Brian Palmer Managing Director and Chief Accounting Officer | ||
INDEX OF EXHIBITS
Exhibit No. | Description |
99.1 | Press Release, dated as of March 2, 2018 |
Exhibit 99.1
 | CONTACT: Todd Pozefsky (203) 458-5807 | |
PHILIP GELSTON ELECTED TO THE WHITE MOUNTAINS BOARD
HAMILTON, Bermuda, March 2, 2018 -- The Board of Directors of White Mountains Insurance Group, Ltd. (NYSE: WTM) has elected Philip Gelston as a director of the Company.
Mr. Gelston was a Partner with Cravath, Swaine & Moore LLP until his retirement from Cravath’s Corporate Department in December 2017. He has extensive experience in mergers and acquisitions, joint ventures and general corporate counseling.
CEO Manning Rountree said, “We are pleased to welcome Phil to our Board of Directors. His distinguished legal career spans four decades; his expertise, judgment and extensive experience will benefit our owners.”
ADDITIONAL INFORMATION
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.