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    White Mountains Insurance Group Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/22/25 4:18:13 PM ET
    $WTM
    Property-Casualty Insurers
    Finance
    Get the next $WTM alert in real time by email
    wtm-20250522
    FALSE0000776867Bermuda1-899394-270845503755☐☐☐☐☐00007768672025-05-222025-05-22

    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 22, 2025
    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.)

    23 South Main Street, Suite 3B, 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))

    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading Symbol(s)Name of each exchange on which registered
    Common Shares, par value $1.00 per shareWTMNew York Stock Exchange
    WTM.BHBermuda 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 5.07 Submission of Matters to a Vote of Security Holders.

    The Company held its 2025 Annual General Meeting of Members (the “2025 Annual Meeting”) on May 22, 2025 in Hamilton Parish, Bermuda.

    As of March 31, 2025, the record date for the 2025 Annual Meeting, a total of 2,573,726 common shares were outstanding and eligible to vote. The results are presented below.


    Proposal 1 - Election of Class I Directors to a term ending in 2028:
    Nominee:Votes FORVotes AgainstAbstainedBroker
    Non-votes
    Reid T. Campbell2,097,687 53,042 1,749 254,866 
    Peter M. Carlson2,078,466 72,164 1,848 254,866 
    Suzanne F. Shank1,956,716 193,040 2,722 254,866 


    Proposal 2 - Approval of the advisory resolution on executive compensation.
    Votes FOR Votes AgainstAbstainedBroker
    Non-votes
    2,089,683 (98%)52,313 10,482 254,866 



    Proposal 3 - Approval of the Company's amended and restated long-term incentive plan.
    Votes FOR Votes AgainstAbstainedBroker
    Non-votes
    2,106,536 (98%)42,262 3,680 254,866 


    Proposal 4 - Approval of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company's Independent Registered Public Accounting Firm for 2025.
    Votes FOR Votes AgainstAbstained
    2,337,137 67,910 2,297 

    2


    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.
    May 22, 2025By:
    /s/   MICHAELA J. HILDRETH    
           Michaela J. Hildreth
          Managing Director and
           Chief Accounting Officer

    3
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