wtm-20210527

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

(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

(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.

Ms. Edith E. Holiday did not stand for re-election in 2021 as a director of White Mountains Insurance Group, Ltd. (the “Company”) and completed her tenure as a member of the Board of Directors of the Company on May 27, 2021 at the conclusion of her term.

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2021 Annual General Meeting of Members (the “2021 Annual Meeting”) on May 27, 2021 in Hanover, New Hampshire.

As of April 1, 2021, the record date for the 2021 Annual Meeting, a total of 3,107,267 common shares were outstanding and eligible to vote. The results are presented below.

Proposal 1 - Election of Class III Directors to a term ending in 2024:


Nominee:	Votes FOR	Withheld	Broker Non-votes
Margaret Dillon	2,549,876	6,809	277,340
Philip A. Gelston	2,394,482	162,204	277,340

Proposal 2 - Approval of the advisory resolution on executive compensation.


Votes FOR	Votes Against	Abstained	Broker Non-votes
2,502,807	50,431	3,447	277,340

Proposal 3 - Approval of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s Independent Registered Public Accounting Firm for 2021.


Votes FOR	Votes Against	Abstained
2,777,385	55,745	896

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.

5/28/2021

By:

/s/ MICHAELA J. HILDRETH

Michaela J. Hildreth

Managing Director and

Chief Accounting Officer