WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 2, 2017, White Mountains Insurance Group, Ltd. (the Company)
announced that Reid T. Campbell, 49, would become the Executive
Vice President and Chief Financial Officer of the Company on May
17, 2017. Mr. Campbell has served as a Managing Director of White
Mountains Capital, Inc. since January 2004 and as the President of
White Mountains Advisors LLC since January 2015. He joined White
Mountains in 1994 and has served in a variety of financial
management positions with the Company and its subsidiaries. Prior
to joining White Mountains, Mr. Campbell spent three years with
KPMG LLP. Mr. Campbell also serves as a director of OneBeacon Ltd.
announced that Reid T. Campbell, 49, would become the Executive
Vice President and Chief Financial Officer of the Company on May
17, 2017. Mr. Campbell has served as a Managing Director of White
Mountains Capital, Inc. since January 2004 and as the President of
White Mountains Advisors LLC since January 2015. He joined White
Mountains in 1994 and has served in a variety of financial
management positions with the Company and its subsidiaries. Prior
to joining White Mountains, Mr. Campbell spent three years with
KPMG LLP. Mr. Campbell also serves as a director of OneBeacon Ltd.
There are no arrangements or understandings between Mr. Campbell
and any other persons to which he was selected as Executive Vice
President and Chief Financial Officer. There are also no family
relationships between Mr. Campbell and any director or executive
officer of the Company, and he has no direct or indirect material
interest in any transaction required to be disclosed to Item 404(a)
of Regulation S-K. There are no material changes to Mr. Campbells
compensation at this time.
and any other persons to which he was selected as Executive Vice
President and Chief Financial Officer. There are also no family
relationships between Mr. Campbell and any director or executive
officer of the Company, and he has no direct or indirect material
interest in any transaction required to be disclosed to Item 404(a)
of Regulation S-K. There are no material changes to Mr. Campbells
compensation at this time.
David Foy, the current Executive Vice President and Chief Financial
Officer of the Company, will continue in those roles until May 17,
2017, at which time he will become an advisor to senior management
until the end of the year.
Officer of the Company, will continue in those roles until May 17,
2017, at which time he will become an advisor to senior management
until the end of the year.
On May 2, 2017 in connection with Mr. Foys agreeing to become an
advisor to senior management, the Company, acting on the
recommendation and approval of the Compensation Committee of the
Companys Board of Directors, entered into an employment agreement
(the Agreement) with Mr. Foy. Under the Agreement, Mr. Foy will (A)
be paid a base salary at the annual rate of $500,000 and (B)
continue to participate in the Companys employee benefit plans. In
addition, the Company will pay Mr. Foy a cash bonus for the
Companys 2017 fiscal year equal to his 2017 target bonus amount
multiplied by the 2017 bonus pool percentage generally applicable
to the Companys employees with respect to the Companys 2017 bonus
program. In addition, on the date that the mutual release of claims
entered into by the Company and Mr. Foy becomes irrevocable (the
Release Date), Mr. Foys unvested performance shares granted under
the Companys Long -Term Incentive Plan (LTIP) will be canceled, and
he will be paid an amount equal to the sum of (i) 8,850 multiplied
by the average of the high and low prices of the Company shares on
each of the five consecutive trading days ending on the Release
Date plus (ii) any accrued but unpaid dividends in respect of the
canceled performance shares. Mr. Foys 5,900 restricted shares
granted under the LTIP will vest on the Release Date. The Agreement
also provides that Mr. Foy will be subject to certain restrictive
covenants.
advisor to senior management, the Company, acting on the
recommendation and approval of the Compensation Committee of the
Companys Board of Directors, entered into an employment agreement
(the Agreement) with Mr. Foy. Under the Agreement, Mr. Foy will (A)
be paid a base salary at the annual rate of $500,000 and (B)
continue to participate in the Companys employee benefit plans. In
addition, the Company will pay Mr. Foy a cash bonus for the
Companys 2017 fiscal year equal to his 2017 target bonus amount
multiplied by the 2017 bonus pool percentage generally applicable
to the Companys employees with respect to the Companys 2017 bonus
program. In addition, on the date that the mutual release of claims
entered into by the Company and Mr. Foy becomes irrevocable (the
Release Date), Mr. Foys unvested performance shares granted under
the Companys Long -Term Incentive Plan (LTIP) will be canceled, and
he will be paid an amount equal to the sum of (i) 8,850 multiplied
by the average of the high and low prices of the Company shares on
each of the five consecutive trading days ending on the Release
Date plus (ii) any accrued but unpaid dividends in respect of the
canceled performance shares. Mr. Foys 5,900 restricted shares
granted under the LTIP will vest on the Release Date. The Agreement
also provides that Mr. Foy will be subject to certain restrictive
covenants.
The foregoing description of the Agreement is a summary of its
material terms, does not purport to be complete, and is qualified
in its entirety by reference to the Agreement, which will be filed
as an exhibit to the Companys periodic report filed to the
Securities Exchange Act of 1934, as amended, for the quarter ending
June 30, 2017.
material terms, does not purport to be complete, and is qualified
in its entirety by reference to the Agreement, which will be filed
as an exhibit to the Companys periodic report filed to the
Securities Exchange Act of 1934, as amended, for the quarter ending
June 30, 2017.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
Reform Act of 1995
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements,
other than statements of historical facts, included or referenced
in this press release which address activities, events or
developments which White Mountains expects or anticipates will or
may occur in the future are forward-looking statements. The words
“will”, “believe,” “intend,” “expect,” “anticipate,”
“project,” “estimate,” “predict” and similar expressions are
also intended to identify forward-looking statements. These
forward-looking statements include, among others, statements with
respect to White Mountains:
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements,
other than statements of historical facts, included or referenced
in this press release which address activities, events or
developments which White Mountains expects or anticipates will or
may occur in the future are forward-looking statements. The words
“will”, “believe,” “intend,” “expect,” “anticipate,”
“project,” “estimate,” “predict” and similar expressions are
also intended to identify forward-looking statements. These
forward-looking statements include, among others, statements with
respect to White Mountains:
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change in adjusted book value per share or return on equity;
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business strategy;
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financial and operating targets or plans;
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incurred loss and loss adjustment expenses and the adequacy
of its loss and loss adjustment expense reserves and related reinsurance; |
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projections of revenues, income (or loss), earnings (or loss)
per share, dividends, market share or other financial forecasts; |
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expansion and growth of its business and operations; and
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future capital expenditures.
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These statements are based on certain assumptions and analyses made
by White Mountains in light of its experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors believed to be appropriate
in the circumstances. However, whether actual results and
developments will conform to its expectations and predictions is
subject to a number of risks and uncertainties that could cause
actual results to differ materially from expectations, including:
by White Mountains in light of its experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors believed to be appropriate
in the circumstances. However, whether actual results and
developments will conform to its expectations and predictions is
subject to a number of risks and uncertainties that could cause
actual results to differ materially from expectations, including:
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the risk that OneBeacon Insurance Group, Ltd.s (OneBeacon)
proposed merger with Intact Financial Corporation (the Transaction) may not be completed on the currently contemplated timeline or at all; |
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the possibility that any or all of the various conditions to
the consummation of the Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); |
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the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement dated May 2, 2017, among OneBeacon, Intact Financial Corporation and the other parties thereto (the Merger Agreement), including in circumstances which would require OneBeacon to pay a termination fee or other expenses; |
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the risks related to diverting managements attention from
White Mountainss or OneBeacons ongoing business operations and other risks related to the announcement or pendency of the Transaction, including on White Mountainss or OneBeacons ability to retain and hire key personnel, their ability to maintain relationships with its customers, policyholders, brokers, service providers and others with whom they do business and their operating results and business generally; |
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the risk that shareholder litigation in connection with the
transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; |
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the risks that are described from time to time in White
Mountains’s filings with the Securities and Exchange Commission, including but not limited to White Mountains’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed February 27, 2017 ; |
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claims arising from catastrophic events, such as hurricanes,
earthquakes, floods, fires, terrorist attacks or severe winter weather; |
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the continued availability of capital and financing;
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general economic, market or business conditions;
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business opportunities (or lack thereof) that may be
presented to it and pursued; |
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competitive forces, including the conduct of other property
and casualty insurers and reinsurers; |
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changes in domestic or foreign laws or regulations, or their
interpretation, applicable to White Mountains, its competitors or its customers; |
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an economic downturn or other economic conditions adversely
affecting its financial position; |
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recorded loss reserves subsequently proving to have been
inadequate; |
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actions taken by ratings agencies from time to time, such as
financial strength or credit ratings downgrades or placing ratings on negative watch; and |
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other factors, most of which are beyond White Mountains’s
control. |
Consequently, all of the forward-looking statements made in this
press release are qualified by these cautionary statements, and
there can be no assurance that the actual results or developments
anticipated by White Mountains will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, White Mountains or its business or
operations. White Mountains assumes no obligation to publicly
update any such forward-looking statements, whether as a result of
new information, future events or otherwise.
press release are qualified by these cautionary statements, and
there can be no assurance that the actual results or developments
anticipated by White Mountains will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, White Mountains or its business or
operations. White Mountains assumes no obligation to publicly
update any such forward-looking statements, whether as a result of
new information, future events or otherwise.
About WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM)
White Mountains Insurance Group, Ltd. is an insurance holding company. The Company’s segments include OneBeacon, HG Global/BAM and Other Operations. Its principal businesses are conducted through its insurance, reinsurance and insurance services subsidiaries and affiliates. Its OneBeacon segment consists of OneBeacon Insurance Group, Ltd., which owns a family of property and casualty insurance companies (collectively, OneBeacon). OneBeacon is a specialty property and casualty insurance writer that offers a range of insurance products in the United States primarily through independent agencies, regional and national brokers, wholesalers and managing general agencies. The HG Global/BAM segment consists of HG Global Ltd. (HG Global) and Build America Mutual Assurance Company (BAM). BAM provides insurance on municipal bonds issued to support the United States public purposes, such as schools. Its Other Operations segment consists of the Company and its intermediate holding companies. WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM) Recent Trading Information
WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM) closed its last trading session down -7.22 at 849.92 with 20,000 shares trading hands.
