Document


 

 
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
 
Date of report (Date of earliest event reported):  May 25, 2016
 
ONEBEACON INSURANCE GROUP, LTD.
(Exact name of registrant as Specified in Charter)
 
Bermuda
 
1-33128
 
98-0503315
(State or Other Jurisdiction
 of Incorporation)
 
(Commission File Number)
 
(IRS Employer
 Identification Number)
 
605 Highway 169 North
Plymouth, Minnesota 55441
(Address of Principal Executive Offices) (Zip Code)
 
(952) 852-2431
(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 (see General Instruction A.2. below):
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 







Item 5.07         Submission of Matters to a Vote of Security Holders.
 
At the Company’s 2016 Annual General Meeting of Members held on May 25, 2016:
 
1)
three Class I directors were elected to serve terms ending in 2019;
 
2)
the authorization of the election of the Board of Directors of Split Rock Insurance, Ltd. was approved;

3)
the authorization of the election of the Board of Directors of Grand Marais Capital Limited was approved;

4)
the authorization of the Board of Directors of any new designated subsidiary of the Company was approved; and

5)
the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2016 was approved.
 
As of March 30, 2016, the record date for the 2016 Annual General Meeting, a total of 22,589,822 Class A common shares and 71,754,738 Class B common shares were issued and outstanding. The results of the vote are presented below.
 
Proposal 1 — Election of three Class I directors with terms ending in 2019.

Director
Vote For*
Votes Withheld
Broker Non-Votes
Lois W. Grady
735,325,071
1,272,245
2,379,099
T. Michael Miller
735,763,382
833,934
2,379,099
Lowndes A. Smith
735,334,006
1,263,310
2,379,099
Kent D. Urness
735,705,832
891,484
2,379,099

Proposal 2 — Authorization to elect Messrs. Christopher G. Garrod, Kevin Pearson, John C. Treacy, and Ms. Sarah A. Kolar to the Board of Directors of Split Rock Insurance, Ltd.

Votes For*
Votes Against
Abstentions
Broker Non-Votes
763,089,697
290,418
217,201
2,379,099

Proposal 3 — Authorization to elect Ms. Sarah A. Kolar, Mr. Jonah Pfeffer, and Ms. Davinia Smith to the Board of Directors of Grand Marais Capital Limited.
 
Votes For*
Votes Against
Abstentions
Broker Non-Votes
736,045,195
334,846
217,275
2,379,099

Proposal 4 — Authorization to elect Messrs. Paul H. McDonough, Kevin Pearson, John C. Treacy, and Ms. Sarah A. Kolar to the Board of Directors of any new designated subsidiary of the Company.
 
Votes For*
Votes Against
Abstentions
Broker Non-Votes
736,104,431
390,425
102,460
2,379,099




Proposal 5 — Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2016.
 
Votes For*
Votes Against
Abstentions
Broker Non-Votes
738,636,148
142,012
198,255



*Each Class B common share is entitled to 10 votes for every one share; the totals shown above give effect to the 10 for 1 Class B common share voting rights. The Class A and Class B shares vote together as one class.





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 hereunto duly authorized.
 
 
 
ONEBEACON INSURANCE GROUP, LTD.
 
 
 
Dated: May 31, 2016
 
By: /s/ Sarah A. Kolar
____________________________________________ 
   Sarah A. Kolar, Secretary