wtm-20250522

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 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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2025 Annual General Meeting of Members (the “2025 Annual Meeting”) on May 22, 2025 in Hamilton Parish, Bermuda.

As of March 31, 2025, the record date for the 2025 Annual Meeting, a total of 2,573,726 common shares were outstanding and eligible to vote. The results are presented below.

Proposal 1 - Election of Class I Directors to a term ending in 2028:


Nominee:	Votes FOR	Votes Against	Abstained	Broker Non-votes
Reid T. Campbell	2,097,687	53,042	1,749	254,866
Peter M. Carlson	2,078,466	72,164	1,848	254,866
Suzanne F. Shank	1,956,716	193,040	2,722	254,866

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


Votes FOR	Votes Against	Abstained	Broker Non-votes
2,089,683 (98%)	52,313	10,482	254,866

Proposal 3 - Approval of the Company's amended and restated long-term incentive plan.


Votes FOR	Votes Against	Abstained	Broker Non-votes
2,106,536 (98%)	42,262	3,680	254,866

Proposal 4 - Approval of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company's Independent Registered Public Accounting Firm for 2025.


Votes FOR	Votes Against	Abstained
2,337,137	67,910	2,297

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 22, 2025

By:

/s/ MICHAELA J. HILDRETH

Michaela J. Hildreth

Managing Director and

Chief Accounting Officer