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 22, 2013
ONEBEACON INSURANCE GROUP, LTD.
(Exact name of registrant as specified in its charter)
|
Bermuda |
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1-33128 |
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98-0503315 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
601 Carlson Parkway
Minnetonka, Minnesota 55305
(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 2013 Annual General Meeting of Members held on May 22, 2013:
1) four Class I directors were elected to serve a term ending in 2016;
2) the authorization of the election of the director nominees of Split Rock Insurance, Ltd. was approved;
3) the authorization of the election of the director nominees of any new designated subsidiary was approved; and
4) the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2013 was approved.
As of March 28, 2013, the record date for the 2013 Annual General Meeting, a total of 23,628,141 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 four Class I directors with a term ending in 2016.
|
Director |
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Vote For* |
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Votes Withheld |
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Broker Non-Votes |
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Lois W. Grady |
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727,210,409 |
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10,357,077 |
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1,992,659 |
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T. Michael Miller |
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728,954,767 |
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8,612,719 |
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1,992,659 |
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Lowndes A. Smith |
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727,219,520 |
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10,347,966 |
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1,992,659 |
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Kent D. Urness |
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727,222,161 |
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10,345,325 |
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1,992,659 |
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Proposal 2 —Authorization to elect Messrs. Paul J. Brehm and John C. Treacy, and Ms. Sarah A. Kolar and Sheila E. Nicoll to the Board of Directors of Split Rock Insurance, Ltd.
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Votes For* |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
|
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737,267,290 |
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150,907 |
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149,289 |
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1,992,659 |
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Proposal 3 — Authorization to elect Messrs. Paul J. Brehm and John C. Treacy, and Ms. Sarah A. Kolar and Sheila E. Nicoll to the Board of Directors of any new designated subsidiary.
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Votes For* |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
|
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737,171,629 |
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201,970 |
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193,887 |
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1,992,659 |
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Proposal 4 - Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2013.
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Votes For* |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
|
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739,469,517 |
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67,256 |
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23,372 |
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— |
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*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.