SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 10, 2021
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.)
23 South Main Street, Suite 3B, 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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Shares, par value $1.00||WTM||New York Stock Exchange|
|per share||Bermuda 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 10, 2021, the Board of Directors (the “Board”) of White Mountains Insurance Group, Ltd. (the “Company”) elected Suzanne Shank as a new director, effective immediately. In connection with Ms. Shank’s election, the size of the Board was increased from seven to eight persons. Ms. Shank will hold office as a director on the Board until the Company’s next annual meeting of shareholders and until her successor is elected and qualified or until her earlier resignation or removal.
Ms. Shank will receive compensation for her 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 7, 2021.
Our press release announcing Ms. Shank’s election is attached as Exhibit 99.1 and incorporated by reference herein.
ITEM 9.01. Financial Statements and Exhibits.
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.|
|October 12, 2021||By:|
/s/ MICHAELA J. HILDRETH
Michaela J. Hildreth
Managing Director and
Chief Accounting Officer
CONTACT: Todd Pozefsky
Suzanne Shank Elected to the White Mountains Board
HAMILTON, Bermuda, October 12, 2021 -- The Board of Directors of White Mountains Insurance Group, Ltd. (NYSE: WTM) has elected Suzanne F. Shank as a director of the Company.
Ms. Shank is the President, CEO and co-founder of Siebert Williams Shank & Co., LLC, a full-service investment banking firm offering debt and equity origination services to a wide range of Fortune 500 companies and debt underwriting for municipal clients nationally. She currently serves as a Director of CMS Energy and Rocket Companies and is on the boards of the Kresge Foundation, the Skillman Foundation, the Detroit Regional Chamber (Executive Committee), the Wharton Graduate Board of Trustees and the Spelman College Board of Trustees.
CEO Manning Rountree said, "We are delighted to welcome Suzanne to our Board of Directors. Her extensive experience in investment banking and municipal finance is particularly relevant to White Mountains and will greatly benefit our owners."
About White Mountains
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.