2013ProxyVoting8K

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, 2013
Date of Report (Date of earliest event reported)

 
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Exact name of registrant as specified in its charter)
 
Bermuda
 
1-8993
 
94-2708455
(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)
 
(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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 




ITEM 5.07 Submission of Matters to a Vote of Security Holders.
White Mountains Insurance Group, Ltd. (the “Company”) held its 2013 Annual General Meeting of Members (the “2013 Annual Meeting”) on May 23, 2013 in Bermuda.

As of April 1, 2013, the record date for the 2013 Annual Meeting, a total of 6,176,210 common shares were eligible to vote; however, in accordance with the Company’s Bye-laws, direct and constructive holders of common shares (other than John J. Byrne and his affiliates except in connection with director voting) 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%. The results of the vote, after applying the voting cut-backs which are required by the Company’s Bye-laws, are presented below.
Proposal 1 - Election of the Class I Directors to a term ending in 2016.
Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Morgan W. Davis
3,903,788

14,601

445,225

Edith E. Holiday
3,641,726

276,663

445,225

Lowndes A. Smith
3,893,845

24,544

445,225


Proposal 2 - Election of Directors of Sirius International Insurance Corporation.
Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Jeffrey Davis
3,909,659

8,730

445,225

Lars Ek
3,909,588

8,801

445,225

Brian E. Kensil
3,909,669

8,720

445,225

Jan Onselius
3,909,630

8,759

445,225

Göran A. Thorstensson
3,909,485

8,904

445,225

Allan L. Waters
3,909,231

9,158

445,225

                
Proposal 3 - Election of Directors of HG Re, Ltd.
Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Sheila E. Nicoll
3,909,784

8,605

445,225

Kevin Pearson
3,909,797

8,592

445,225

Warren J. Trace
3,909,745

8,644

445,225

Allan L. Waters
3,909,591

8,798

445,225


Proposal 4 - Election of Directors of White Mountains Life Reinsurance (Bermuda) Ltd.
Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Jennifer L. Pitts
3,909,431

8,958

445,225

Christine H. Repasy
3,909,622

8,767

445,225

Warren J. Trace
3,909,235

9,154

445,225

Allan L. Waters
3,908,052

10,337

445,225


Proposal 5 - Election of Directors of White Shoals Re Ltd.
Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Christine H. Repasy
3,909,438

8,951

445,225

Warren J. Trace
3,909,246

9,143

445,225

Allan L. Waters
3,909,464

8,925

445,225





Proposal 6 - Election of Directors of Star Re Ltd.
Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Christine H. Repasy
3,909,427

8,962

445,225

Göran A. Thorstensson
3,909,455

8,934

445,225

Warren J. Trace
3,909,438

8,951

445,225

Allan L. Waters
3,909,458

8,931

445,225

                
Proposal 7 - Election of Directors of White Mountains Re Sirius Capital Ltd.
Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Michael Dashfield
3,909,379

9,010

445,225

Lars Ek
3,909,443

8,946

445,225

Göran A. Thorstensson
3,909,446

8,943

445,225

Allan L. Waters
3,909,471

8,918

445,225


Proposal 8 - Election of Directors of Split Rock Insurance, Ltd.
Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Paul J. Brehm
3,909,609

8,780

445,225

Sarah A. Kolar
3,909,256

9,133

445,225

Sheila E. Nicoll
3,909,438

8,951

445,225

John C. Treacy
3,909,602

8,787

445,225

        
Proposal 9 - Election of Directors for Any New Designated Subsidiary.
Nominee:
Votes FOR

Votes Withheld

Broker Non-votes

Raymond Barrette
3,907,430

10,959

445,225

David T. Foy
3,909,638

8,751

445,225

Jennifer L. Pitts
3,909,446

8,943

445,225

Warren J. Trace
3,909,452

8,937

445,225

        
Proposal 10 - Approval of the advisory resolution on executive compensation.
Votes FOR

Votes Against

Abstained

Broker Non-votes

4,454,101

28,436

3,145

445,225


Proposal 11 - Approval of share inventory for, and performance criteria in, the Company’s Long-Term Incentive Plan.
Votes FOR

Votes Against

Abstained

Broker Non-votes

3,567,722

914,233

3,727

445,225


Proposal 12 - Approval of the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2013.
Votes FOR

Votes Against

Abstained

 
4,907,383

21,148

2,376

 




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 28, 2013
 
By:
 
/s/   J. BRIAN PALMER     
       J. Brian Palmer
       Vice President and
       Chief Accounting Officer