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, 2024

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

(Commission file number)

(I.R.S. Employer Identification No.)

incorporation or organization)

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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  • Pre-commencementcommunications 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 per share

WTM

New York Stock Exchange

WTM.BH

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.

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

The Company held its 2024 Annual General Meeting of Members (the "2024 Annual Meeting") on May 23, 2024 in Hamilton, Bermuda.

As of April 1, 2024, the record date for the 2024 Annual Meeting, a total of 2,565,733 common shares were outstanding and eligible to vote. The results are presented below.

Proposal 1 - Election of the Company's Directors.

Election Class I Director to a term ending in 2025:

Broker

Nominee:

Votes FOR

Votes Against

Abstained

Non-votes

Reid T. Campbell

2,063,015

52,793

1,342

275,329

Election Class III Directors to a term ending in 2027:

Broker

Nominee:

Votes FOR

Votes Against

Abstained

Non-votes

Margaret Dillon

1,973,283

142,616

1,251

275,329

Philip A. Gelston

1,872,888

242,922

1,340

275,329

David A. Tanner

2,058,070

57,780

1,300

275,329

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

Broker

Votes FOR

Votes Against

Abstained

Non-votes

1,981,167 (94%)

129,364

6,619

275,329

Proposal 3 - Approval of the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's Independent Registered Public Accounting Firm for 2024.

Votes FOR

Votes Against

Abstained

2,313,759

76,763

1,957

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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 23, 2024

By:

/s/ MICHAELA J. HILDRETH

Michaela J. Hildreth

Managing Director and

Chief Accounting Officer

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White Mountains Insurance Group Ltd. published this content on 27 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2024 12:44:05 UTC.