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 26, 2010

Date of Report (Date of earliest event reported)

 

WHITE MOUNTAINS INSURANCE GROUP, LTD.

(Exact name of registrant as specified in its charter)

 

 

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 2010 Annual General Meeting of Members (the “2010 Annual Meeting”) on May 26, 2010 in Stockholm, Sweden.  At the 2010 Annual Meeting:

 

1)              three persons were elected to serve as Class I directors of the Company to a term ending in 2013,

2)              four persons were elected to serve as directors of Sirius International Insurance Corporation,

3)              three persons were elected to serve as directors of Scandinavian Reinsurance Company Ltd.,

4)              five persons were elected to serve as directors of White Mountains Re Bermuda Ltd.,

5)              four persons were elected to serve as directors of White Mountains Life Reinsurance (Bermuda) Ltd.,

6)              four persons were elected to serve as directors of any new non-United States operating subsidiaries,

7)              the amendments to, including performance criteria in, the Company’s long-term incentive plan were approved,

8)              the amendments to the terms of options granted to the Chairman and CEO were approved and

9)              the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Accounting Firm for 2010 was approved.

 

As of March 29, 2010, the record date for the 2010 Annual Meeting, a total of 8,783,411 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 1 Directors to a term ending in 2013.

 

Nominee:		Votes FOR		Votes Withheld		Broker Non-votes
Morgan W. Davis		3,844,121		1,706,373		513,086
Edith E. Holiday		5,473,122		77,372		513,086
Lowndes A. Smith		5,502,045		48,449		513,086

 

Proposal 2 - Election of Directors of Sirius International Insurance Corporation.

 

Nominee:		Votes FOR		Votes Withheld		Broker Non-votes
Brian E. Kensil		5,525,972		24,522		513,086
Eivor A. Pettersson		5,525,922		24,572		513,086
Goran A. Thorstensson		5,526,048		24,446		513,086
Allan L. Waters		5,512,247		38,247		513,086

 

Proposal 3 - Election of Directors of Scandinavian Reinsurance Company Ltd.

 

Nominee:		Votes FOR		Votes Withheld		Broker Non-votes
Christine H. Repasy		5,525,814		24,680		513,086
Warren J. Trace		5,525,707		24,787		513,086
Allan L. Waters		5,511,750		38,744		513,086

 

Proposal 4 - Election of Directors of White Mountains Re Bermuda Ltd.

 

Nominee:		Votes FOR		Votes Withheld		Broker Non-votes
Jeffrey W. Davis		5,526,055		24,439		513,086
Brian E. Kensil		5,525,873		24,621		513,086
Christine H. Repasy		5,525,497		24,997		513,086
Warren J. Trace		5,525,129		25,365		513,086
Allan L. Waters		5,512,287		38,207		513,086

 

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Proposal 5 - Election of Directors of White Mountains Life Reinsurance (Bermuda) Ltd.

 

Nominee:		Votes FOR		Votes Withheld		Broker Non-votes
Raymond Barrette		5,439,269		111,225		513,086
Henry K. Cheng		5,525,347		25,147		513,086
David T. Foy		5,524,081		26,413		513,086
Jennifer L. Pitts		5,525,610		24,884		513,086

 

Proposal 6 - Election of Directors for  Any New Non-United States Operating Subsidiary.

 

Nominee:		Votes FOR		Votes Withheld		Broker Non-votes
Raymond Barrette		5,509,102		41,392		513,086
David T. Foy		5,524,511		25,983		513,086
Jennifer L. Pitts		5,525,594		24,900		513,086
Warren J. Trace		5,525,577		24,917		513,086

 

Proposal 7 - Approval of Amendments to, Including Performance Criteria In, the Company’s Long-Term Incentive Plan.

 

Votes FOR		Votes Against		Abstained		Broker Non-votes
4,980,731		1,118,803		42,677		513,086

 

Proposal 8 - Approval of Amendments to the Terms of Options Granted to the Chairman and CEO.

 

Votes FOR		Votes Against		Abstained		Broker Non-votes
4,221,299		1,878,953		41,959		513,086

 

Proposal 9 - Approval of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Accounting Firm for 2010.

 

Votes FOR		Votes Against		Abstained
6,618,648		32,352		4,297

 

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, 2010	By:	/s/	J. BRIAN PALMER
			J. Brian Palmer
			Vice President and Chief Accounting Officer

 

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