Hamilton Insurance Group Ltd. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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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
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Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Election of Directors
On Thursday May 15, 2025, Hamilton Insurance Group, Ltd (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “2025 Annual Meeting”) at which all 11 Class B director nominees were elected to the Company's Board of Directors (the "Board"), including first time nominees, Karen Ann Green and David Priebe. Ms. Green and Mr. Priebe were nominated by the Board and their election was approved by shareholders as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2025 (the “Proxy Statement”). Upon their election, the Board appointed Ms. Green to each of the Audit, Underwriting and Risk and Compensation and Personnel Committees of the Board and Mr. Priebe was appointed to each of the Audit, Underwriting and Risk and Technology Committees of the Board.
There is no arrangement or understanding between either Ms. Green or Mr. Priebe and any other person pursuant to which either Ms. Green or Mr. Priebe was elected as a director.
Information regarding the background and qualifications of Ms. Green and Mr. Priebe were previously disclosed in the Company’s Proxy Statement and such information is incorporated herein by reference.
Neither Ms. Green nor Mr. Priebe is a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 5.07 - Submission of Matters to a Vote of Security Holders
As of March, 17, 2025, the record date for the 2025 Annual Meeting, there were 17,820,078 Class A common shares, and 65,354,432 Class B common shares, each par value $0.01 per share, issued and outstanding. The total number of issued and outstanding Class A and Class B common shares entitled to vote at the meeting was 83,174,510, of which 71,482,838 Class A and Class B common shares were present or represented by proxy at the 2025 Annual Meeting. Each share of Class A common shares was entitled to one vote, and each share of Class B common shares was entitled to one vote. Only Class B common shareholders were entitled to vote for Proposal One relating to election of the Class B Directors.
The final results of the votes regarding each of the proposals described in the Proxy Statement are as follows:
1.Proposal One. The election of eleven (11) Class B directors to serve until the next annual general meeting of shareholders or until his or her successor is elected and qualified, as set forth below:
Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||
David A. Brown | 46,279,938 | 1,974,067 | 8,017 | 5,400,738 | |||||||||||||||||||
Giuseppina (Pina) Albo | 48,042,207 | 211,801 | 8,014 | 5,400,738 | |||||||||||||||||||
John J. Gauthier | 48,108,552 | 145,457 | 8,013 | 5,400,738 | |||||||||||||||||||
Karen Ann Green | 48,148,253 | 105,756 | 8,013 | 5,400,738 | |||||||||||||||||||
Anu (Henna) Karna | 37,272,293 | 10,970,715 | 19,014 | 5,400,738 | |||||||||||||||||||
Stephen W. Pacala | 33,085,118 | 15,168,890 | 8,014 | 5,400,738 | |||||||||||||||||||
A. Neil Patterson | 37,233,240 | 11,020,769 | 8,013 | 5,400,738 | |||||||||||||||||||
Marvin Pestcoe | 48,161,480 | 92,529 | 8,013 | 5,400,738 | |||||||||||||||||||
David Priebe | 48,251,903 | 2,110 | 8,009 | 5,400,738 | |||||||||||||||||||
Everard Barclay Simmons | 48,159,277 | 92,732 | 10,013 | 5,400,738 | |||||||||||||||||||
Therese Vaughan | 37,212,370 | 11,032,638 | 17,014 | 5,400,738 | |||||||||||||||||||
2.Proposal Two. Approve, on a non-binding, advisory basis, the fiscal 2024 compensation paid to our named executive officers, as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
66,071,924 | 2,167 | 8,009 | 5,400,738 | |||||||||||||||||
3.Proposal Three. The appointment of Ernst & Young Ltd. as our independent registered public accounting firm for 2025 and the authorization of our Board, acting through the Audit Committee, to set the fees for the independent registered public accounting firm, as set forth below:
Votes For | Votes Against | Abstentions | ||||||||||||
71,278,824 | 196,075 | 7,939 | ||||||||||||
Item 7.01 - Regulation FD Disclosure
The Company issued a press release on May 19, 2025, announcing the election of directors described in Item 5.02 above. A copy of the press release making this announcement is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
| 99 | ||||||||
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in Inline XBRL. | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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 hereunto duly authorized.
Date: May 19, 2025 | HAMILTON INSURANCE GROUP, LTD. | |||||||
| By: | /s/ Gemma Carreiro | |||||||
| Gemma Carreiro | ||||||||
| Group General Counsel | ||||||||