FALSE0000776867Bermuda1-899394-270845503755☐☐☐☐☐00007768672024-02-222024-02-22

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

February 22, 2024
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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares, par value $1.00 per shareWTMNew York Stock Exchange
WTM.BHBermuda 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.

On February 22, 2024, the Board of Directors (the “Board”) of White Mountains Insurance Group, Ltd. (the “Company”) elected Reid T. Campbell as a director of the Company. In connection with Mr. Campbell’s election, the size of the Board was increased from nine to ten persons. Mr. Campbell will hold office as a director on the Board until the Company’s next annual meeting of shareholders and until his successor is elected and qualified or until his earlier resignation or removal.

Mr. Campbell will receive compensation for his service on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors, including a pro-rated retainer and grant for the remainder of the current year. A description of the Company’s non-employee director compensation appears under the caption “Director Compensation” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 5, 2023.

On February 22, 2024, Mr. Campbell retired from employment with the Company after thirty years of service in various roles, including the roles of Chief Financial Officer and, most recently, President. Mr. Campbell’s expected retirement was previously disclosed. His retirement was not the result of any disagreement with the Company.

Our press release announcing Mr. Campbell’s election as director and retirement from employment is attached as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01. Financial Statements and Exhibits.

2

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.
February 23, 2024By:
/s/   MICHAELA J. HILDRETH    
       Michaela J. Hildreth
      Managing Director and
      Chief Accounting Officer

3
Exhibit 99.1
image1.jpg
PRESS RELEASE
CONTACT: Rob Seelig
 (603) 640-2212
Reid T. Campbell Elected to the White Mountains Board

HAMILTON, Bermuda, February 23, 2024 /PRNewswire/ -- The Board of Directors of White Mountains Insurance Group, Ltd. (NYSE: WTM) has elected Reid T. Campbell as a director of the Company.

Mr. Campbell’s election to the Board follows his retirement as President of the Company after a distinguished thirty-year career at White Mountains.

CEO Manning Rountree said, “I thank Reid for the substantial value he has created for shareholders over many years as a key member of the White Mountains management team. And I welcome Reid to our Board of Directors, where we will continue to benefit from his knowledge and expertise.”

About White Mountains

White Mountains is a Bermuda-domiciled financial services holding company traded on the New York Stock Exchange and the Bermuda Stock Exchange under the symbols WTM and WTM.BH, respectively.



v3.24.0.1
Document and Entity Information
Feb. 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 22, 2024
Entity Registrant Name WHITE MOUNTAINS INSURANCE GROUP, LTD.
Entity Incorporation, State or Country Code D0
Entity File Number 1-8993
Entity Tax Identification Number 94-2708455
Entity Address, Address Line One 23 South Main Street, Suite 3B
Entity Address, City or Town Hanover
Entity Address, State or Province NH
Entity Address, Postal Zip Code 03755
City Area Code 603
Local Phone Number 640-2200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares, par value $1.00 per share
Trading Symbol WTM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000776867
Amendment Flag false
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