Hamilton Insurance (NYSE: HG) holders elect Wilson, back pay and auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Hamilton Insurance Group, Ltd. reported results from its 2026 Annual General Meeting, where shareholders elected all eleven Class B director nominees, including first-time nominee Peter W. Wilson, to the Board of Directors. Upon election, Wilson was appointed to the Technology, Nominating and Governance, and Underwriting and Risk Committees.
As of the March 17, 2026 record date, 17,320,078 Class A common shares and 66,721,755 Class B common shares were issued and outstanding, for a total of 84,041,833 shares. Shareholders present or represented by proxy totaled 77,050,957 shares. Shareholders approved, on a non-binding advisory basis, fiscal 2025 compensation for named executive officers and ratified the appointment of Ernst & Young Ltd. as independent registered public accounting firm for 2026.
The company also issued a press release announcing Wilson’s election to the Board and highlighting his extensive leadership experience in global specialty insurance markets.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 5.02, 5.07, 7.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Class A shares outstanding: 17,320,078 shares
Class B shares outstanding: 66,721,755 shares
Total shares entitled to vote: 84,041,833 shares
+4 more
7 metrics
Class A shares outstanding
17,320,078 shares
As of March 17, 2026 record date
Class B shares outstanding
66,721,755 shares
As of March 17, 2026 record date
Total shares entitled to vote
84,041,833 shares
Issued and outstanding as of record date
Shares present or by proxy
77,050,957 shares
Shares represented at 2026 Annual Meeting
Votes for Wilson
52,144,658 votes
Election of Class B director Peter W. Wilson
Say-on-pay votes for
69,464,430 votes
Advisory approval of fiscal 2025 executive compensation
Auditor ratification votes for
76,765,599 votes
Ratification of Ernst & Young Ltd. for 2026
Key Terms
non-binding, advisory basis, broker non-votes, independent registered public accounting firm, Regulation FD Disclosure, +1 more
5 terms
non-binding, advisory basis financial
"Approve, on a non-binding, advisory basis, the fiscal 2025 compensation"
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Regulation FD Disclosure regulatory
"Item 7.01 - Regulation FD Disclosure"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Inline XBRL technical
"Interactive Data File (formatted in Inline XBRL and includes the Cover Page"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code) | ||||||||
( | ||||||||
(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 | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. 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. ☐
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 Tuesday May 5, 2026, Hamilton Insurance Group, Ltd. (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “2026 Annual Meeting”) at which all 11 Class B director nominees were elected to the Company's Board of Directors (the “Board”), including first time nominee Peter W. Wilson. Mr. Wilson was nominated by the Board and his election was approved by shareholders as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2026 (the “Proxy Statement”). Upon his election, the Board appointed Mr. Wilson to each of the Technology, Nominating and Governance and Underwriting and Risk Committees of the Board.
There is no arrangement or understanding between Mr. Wilson and any other person pursuant to which Mr. Wilson was elected as a director.
Information regarding the background and qualifications of Mr. Wilson were previously disclosed in the Company’s Proxy Statement and such information is incorporated herein by reference.
Mr. Wilson is not 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, 2026, the record date for the 2026 Annual Meeting, there were 17,320,078 Class A common shares, and 66,721,755 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 84,041,833, of which 77,050,957 Class A and Class B common shares were present or represented by proxy at the 2026 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 | 50,237,989 | 2,019,650 | 16,092 | 7,457,148 | ||||||||||
| Giuseppina (Pina) Albo | 52,037,504 | 220,071 | 16,156 | 7,457,148 | ||||||||||
| John J. Gauthier | 50,256,941 | 1,904,379 | 112,411 | 7,457,148 | ||||||||||
| Karen Ann Green | 51,847,590 | 313,794 | 112,347 | 7,457,148 | ||||||||||
| Anu (Henna) Karna | 50,202,568 | 1,950,416 | 120,747 | 7,457,148 | ||||||||||
| Neil Patterson | 50,169,980 | 1,991,341 | 112,410 | 7,457,148 | ||||||||||
| Marvin Pestcoe | 52,013,309 | 148,033 | 112,389 | 7,457,148 | ||||||||||
| David Priebe | 52,105,367 | 152,294 | 16,070 | 7,457,148 | ||||||||||
| Everard Barclay Simmons | 52,009,335 | 152,007 | 112,389 | 7,457,148 | ||||||||||
| Therese Vaughn | 50,328,576 | 1,826,409 | 118,746 | 7,457,148 | ||||||||||
| Peter W. Wilson | 52,144,658 | 16,685 | 112,388 | 7,457,148 | ||||||||||
2. Proposal Two. Approve, on a non-binding, advisory basis, the fiscal 2025 compensation paid to the Company’s named executive officers, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 69,464,430 | 16,991 | 112,388 | 7,457,148 | ||||||||
3. Proposal Three. The appointment of Ernst & Young Ltd. as the Company’s independent registered public accounting firm for 2026 and the authorization of the 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 | Broker Non-Votes | ||||||||
| 76,765,599 | 258,242 | 27,116 | — | ||||||||
Item 7.01 - Regulation FD Disclosure
The Company issued a press release on May 6, 2026, announcing the election of Mr. Peter W. Wilson as 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 | |||||||
| 99.1 | Press Release dated May 6, 2026, issued by the Company | |||||||
101 | Interactive Data File (formatted in Inline XBRL and includes the Cover Page Interactive Data File) | |||||||
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 6, 2026 | HAMILTON INSURANCE GROUP, LTD. | |||||||
| By: | /s/ Gemma Carreiro | |||||||
| Gemma Carreiro | ||||||||
| Group General Counsel | ||||||||
Peter W. Wilson Joins Hamilton Board of Directors PEMBROKE, BERMUDA, May 6, 2026 — Hamilton Insurance Group, Ltd. (NYSE: HG) (“Hamilton” or the “Company”) today announced that Peter W. Wilson was elected to the Company’s Board of Directors at its Annual General Meeting of Shareholders. “I am pleased to welcome Peter to the Hamilton Board,” said David A. Brown, Board Chair. “Peter brings extensive industry and leadership experience across global specialty insurance markets, with a strong track record of disciplined underwriting, operational leadership and Board governance. Peter’s perspectives and judgment will be invaluable as the Board continues to guide Hamilton’s long- term strategy.” “Peter is a highly respected industry leader whose international experience aligns exceptionally well with Hamilton’s focus on cycle management, sustainable profitability and strategic growth,” added Pina Albo, Group Chief Executive Officer. “I look forward to working closely with Peter as we continue to advance Hamilton’s strategic priorities.” Wilson is an accomplished insurance executive with more than three decades of leadership experience across global specialty, commercial and professional liability markets. Most recently, he served as Chief Executive Officer of AXIS Insurance. He previously held senior leadership roles at CNA Insurance Companies, including President and Chief Operating Officer of CNA Specialty, and began his career at AIG. He has served on multiple insurance and reinsurance boards, including AXIS Specialty, CNA Europe and QBE Insurance Group, where he served on the Audit and Risk Committees. He is a former President of the Professional Liability Underwriting Society (PLUS) and the PLUS Foundation. About Hamilton Insurance Group, Ltd. Hamilton is a Bermuda-headquartered specialty insurance and reinsurance company that underwrites risks on a global basis through its wholly owned subsidiaries. Its three underwriting platforms: Hamilton Global Specialty, Hamilton Select and Hamilton Re, each with dedicated and experienced leadership, provide access to diversified and profitable business around the world. For more about our company, visit www.hamiltongroup.com or find us on LinkedIn at Hamilton
Media contact Kelly Corday Ferris kelly.ferris@hamiltongroup.com Investor contact Darian Niforatos investor.relations@hamiltongroup.com
FAQ
What did Hamilton Insurance Group (HG) announce about its 2026 Annual General Meeting?
Hamilton Insurance Group reported that all eleven Class B director nominees were elected at the 2026 Annual General Meeting. Shareholders also approved executive compensation on a non-binding advisory basis and ratified Ernst & Young Ltd. as the independent registered public accounting firm for 2026.
Who is Peter W. Wilson and what role will he have at Hamilton Insurance Group (HG)?
Peter W. Wilson was elected as a new Class B director to Hamilton’s Board. Following his election, he was appointed to the Technology, Nominating and Governance, and Underwriting and Risk Committees, bringing extensive leadership experience in global specialty, commercial and professional liability insurance markets.
What communications did Hamilton Insurance Group (HG) issue regarding Peter W. Wilson’s election?
Hamilton issued a press release on May 6, 2026, announcing Peter W. Wilson’s election to the Board. The release highlighted his more than three decades of leadership in global specialty insurance and his prior senior roles at AXIS Insurance, CNA Insurance and other insurance and reinsurance boards.