White Mountains shareholder meeting OKs pay, auditor

White Mountains Insurance Group, Ltd. reported outcomes from its 2026 Annual General Meeting held in Hamilton Parish, Bermuda.

Rhea-AI Filing Summary

White Mountains Insurance Group, Ltd. reported outcomes from its 2026 Annual General Meeting held in Hamilton Parish, Bermuda. As of March 30, 2026, 2,476,670 common shares were outstanding and eligible to vote.

Shareholders elected four Class II directors—Liam P. Caffrey, Mary C. Choksi, John K. Chu, and Weston M. Hicks—to terms ending in 2029, each receiving over 1.86 million votes in favor. An advisory resolution on executive compensation passed strongly with 1,993,894 votes for, representing 98% support among votes cast, with limited opposition.

Shareholders also approved the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026, with 2,186,203 votes for and relatively few votes against or abstentions. The company noted that director Steven M. Yi did not stand for re-election and concluded his board service at the end of his term on May 21, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares eligible to vote: 2,476,670 shares Votes for Liam P. Caffrey: 2,003,323 votes Votes for Mary C. Choksi: 1,920,050 votes +3 more

6 metrics

Shares eligible to vote 2,476,670 shares Common shares outstanding as of March 30, 2026 record date

Votes for Liam P. Caffrey 2,003,323 votes Election as Class II director, term ending 2029

Votes for Mary C. Choksi 1,920,050 votes Election as Class II director, term ending 2029

Say-on-pay support 1,993,894 votes (98%) Advisory resolution on executive compensation

Auditor ratification votes for PwC 2,186,203 votes Appointment of PricewaterhouseCoopers LLP for 2026

Broker non-votes on Proposal 1 223,336 votes Election of Class II directors

Key Terms

Annual General Meeting of Members, broker non-votes, advisory resolution on executive compensation, Independent Registered Public Accounting Firm, +1 more

5 terms

Annual General Meeting of Members financial

"The Company held its 2026 Annual General Meeting of Members (the “2026 Annual Meeting”) on May 21, 2026"

broker non-votes financial

"Nominee: | Votes FOR | Votes Against | Abstained | 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.

advisory resolution on executive compensation financial

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

Independent Registered Public Accounting Firm financial

"appointment of PricewaterhouseCoopers LLP as 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.

emerging growth company regulatory

"Emerging growth company o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board changes did White Mountains Insurance Group (WTM) report in this 8-K?

White Mountains Insurance Group reported that director Steven M. Yi did not stand for re-election in 2026 and completed his board tenure on May 21, 2026. Four Class II directors were elected to new terms ending in 2029 at the same meeting.

How many White Mountains (WTM) shares were eligible to vote at the 2026 Annual Meeting?

A total of 2,476,670 common shares were outstanding and eligible to vote as of March 30, 2026, the record date. These shares formed the basis for quorum and voting outcomes on directors, executive compensation, and auditor appointment.

Were the Class II director nominees approved by White Mountains (WTM) shareholders?

Yes. All four Class II nominees—Liam P. Caffrey, Mary C. Choksi, John K. Chu, and Weston M. Hicks—were elected. Each received over 1.86 million votes for, with relatively small numbers of votes against, abstentions, and 223,336 broker non-votes reported.

How did White Mountains (WTM) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory resolution on executive compensation with 1,993,894 votes for, representing 98% of votes cast. There were 36,706 votes against, 3,718 abstentions, and 223,336 broker non-votes recorded for this say-on-pay proposal.

Which audit firm did White Mountains (WTM) shareholders approve for 2026?

Shareholders approved PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026. The vote tallied 2,186,203 votes for, 69,271 votes against, and 2,180 abstentions, indicating strong support for continuing with this auditor.

What key proposals were considered at White Mountains (WTM) 2026 Annual Meeting?

Shareholders voted on three main items: election of four Class II directors to terms ending in 2029, an advisory resolution approving executive compensation, and appointment of PricewaterhouseCoopers LLP as independent auditor for 2026, all of which received shareholder approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 04:21 PM Learn about SEC filing dates

FALSE0000776867Bermuda1-899394-270845503755☐☐☐☐☐00007768672026-05-212026-05-21

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 21, 2026

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 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.      o

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mr. Steven M. Yi did not stand for re-election in 2026 as a director of White Mountains Insurance Group, Ltd. (the “Company”) and completed his tenure as a member of the Board of Directors of the Company on May 21, 2026 at the conclusion of his term.

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

The Company held its 2026 Annual General Meeting of Members (the “2026 Annual Meeting”) on May 21, 2026 in Hamilton Parish, Bermuda.

As of March 30, 2026, the record date for the 2026 Annual Meeting, a total of 2,476,670 common shares were outstanding and eligible to vote. The results are presented below.

Proposal 1 - Election of Class II Directors to a term ending in 2029:

Nominee:						Votes FOR						Votes Against						Abstained						Broker Non-votes
Liam P. Caffrey						2,003,323						28,706						2,289						223,336
Mary C. Choksi						1,920,050						112,006						2,262						223,336
John K. Chu						2,001,736						29,856						2,726						223,336
Weston M. Hicks						1,863,978						167,615						2,725						223,336

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

Votes FOR						Votes Against						Abstained						Broker Non-votes
1,993,894 (98%)						36,706						3,718						223,336

Proposal 3 - Approval of the appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for 2026.

Votes FOR						Votes Against						Abstained
2,186,203						69,271						2,180

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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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 21, 2026

By:

/s/   MICHAELA J. HILDRETH            Michaela J. Hildreth       Managing Director and        Chief Accounting Officer

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Filing Exhibits & Attachments

3 documents

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