false000159327500015932752025-05-192025-05-19
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
May 19, 2025
Date of Report (Date of earliest event reported)
Hamilton Insurance Group, Ltd.
(Exact name of registrant as specified in its charter)
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| Bermuda |
001-41862 |
98-1153847 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Wellesley House North, 1st Floor
90 Pitts Bay Road
Pembroke
Bermuda (Address of principal executive offices)
HM 08 (Zip Code)
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(441) 405-5200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
| Class B common shares, par value $0.01 per share |
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HG |
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New York 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.
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Election of Directors
On Thursday May 15, 2025, Hamilton Insurance Group, Ltd (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “2025 Annual Meeting”) at which all 11 Class B director nominees were elected to the Company's Board of Directors (the "Board"), including first time nominees, Karen Ann Green and David Priebe. Ms. Green and Mr. Priebe were nominated by the Board and their election was approved by shareholders as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2025 (the “Proxy Statement”). Upon their election, the Board appointed Ms. Green to each of the Audit, Underwriting and Risk and Compensation and Personnel Committees of the Board and Mr. Priebe was appointed to each of the Audit, Underwriting and Risk and Technology Committees of the Board.
There is no arrangement or understanding between either Ms. Green or Mr. Priebe and any other person pursuant to which either Ms. Green or Mr. Priebe was elected as a director.
Information regarding the background and qualifications of Ms. Green and Mr. Priebe were previously disclosed in the Company’s Proxy Statement and such information is incorporated herein by reference.
Neither Ms. Green nor Mr. Priebe is a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 5.07 - Submission of Matters to a Vote of Security Holders
As of March, 17, 2025, the record date for the 2025 Annual Meeting, there were 17,820,078 Class A common shares, and 65,354,432 Class B common shares, each par value $0.01 per share, issued and outstanding. The total number of issued and outstanding Class A and Class B common shares entitled to vote at the meeting was 83,174,510, of which 71,482,838 Class A and Class B common shares were present or represented by proxy at the 2025 Annual Meeting. Each share of Class A common shares was entitled to one vote, and each share of Class B common shares was entitled to one vote. Only Class B common shareholders were entitled to vote for Proposal One relating to election of the Class B Directors.
The final results of the votes regarding each of the proposals described in the Proxy Statement are as follows:
1.Proposal One. The election of eleven (11) Class B directors to serve until the next annual general meeting of shareholders or until his or her successor is elected and qualified, as set forth below:
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Name |
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
David A. Brown |
46,279,938 |
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1,974,067 |
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8,017 |
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5,400,738 |
Giuseppina (Pina) Albo |
48,042,207 |
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211,801 |
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8,014 |
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5,400,738 |
John J. Gauthier |
48,108,552 |
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145,457 |
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8,013 |
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5,400,738 |
Karen Ann Green |
48,148,253 |
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105,756 |
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8,013 |
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5,400,738 |
Anu (Henna) Karna |
37,272,293 |
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10,970,715 |
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19,014 |
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5,400,738 |
Stephen W. Pacala |
33,085,118 |
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15,168,890 |
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8,014 |
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5,400,738 |
A. Neil Patterson |
37,233,240 |
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11,020,769 |
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8,013 |
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5,400,738 |
Marvin Pestcoe |
48,161,480 |
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92,529 |
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8,013 |
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5,400,738 |
David Priebe |
48,251,903 |
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2,110 |
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8,009 |
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5,400,738 |
Everard Barclay Simmons |
48,159,277 |
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92,732 |
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10,013 |
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5,400,738 |
Therese Vaughan |
37,212,370 |
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11,032,638 |
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17,014 |
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5,400,738 |
2.Proposal Two. Approve, on a non-binding, advisory basis, the fiscal 2024 compensation paid to our named executive officers, as set forth below:
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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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66,071,924
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2,167
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8,009
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5,400,738
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3.Proposal Three. The appointment of Ernst & Young Ltd. as our independent registered public accounting firm for 2025 and the authorization of our Board, acting through the Audit Committee, to set the fees for the independent registered public accounting firm, as set forth below:
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Votes For |
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Votes Against |
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Abstentions |
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71,278,824
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196,075
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7,939
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Item 7.01 - Regulation FD Disclosure
The Company issued a press release on May 19, 2025, announcing the election of directors described in Item 5.02 above. A copy of the press release making this announcement is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
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| Exhibit No. |
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Description |
| 99 |
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| 101 |
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Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in Inline XBRL. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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Date: May 19, 2025 |
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HAMILTON INSURANCE GROUP, LTD. |
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By: |
/s/ Gemma Carreiro |
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Gemma Carreiro |
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Group General Counsel |
EX-1
2
karengreenanddavidpriebe.htm
EX-1
karengreenanddavidpriebe
Karen Green and David Priebe Join Hamilton Board of Directors PEMBROKE, BERMUDA, May 19, 2025 — Hamilton Insurance Group, Ltd. (NYSE: HG) (“Hamilton” or the “Company”) announced today that Karen Green and David Priebe have been appointed to the Company’s Board of Directors, effective May 15, 2025. The Company also announced the retirement of long-standing Director Bill Freda, also effective May 15, 2025. Freda has served on the Hamilton Board since June 2014, including holding the position of Chair from August 2017 until May 2023. David A. Brown, Hamilton Board Chair said: “We are delighted to welcome Karen and David to the Board. Their expertise will provide invaluable insights to guide Hamilton in achieving its strategic goals. “At the same time, we extend our deepest gratitude to Bill for his exceptional service and unwavering commitment to Hamilton.” Pina Albo, Hamilton CEO added: “The addition of Karen and David reflects our commitment to building a Board that is both dynamic and strategically aligned with Hamilton’s focus on driving value for our clients and shareholders. “I am deeply appreciative to Bill for his significant contributions to Hamilton, which have laid a strong foundation for our continued success.” Karen Green is the Senior Independent Director of Phoenix Group Holdings PLC, and a Non-Executive Director of Admiral Insurance Group PLC, and Great Portland Estates PLC, (where she is also the SID designate effective April 4, 2025). She is also a Non-Executive Director of the Miller broking business (Miller Insurance Services LLP and Ben Nevis CleanCo Ltd) and of Tucano Holdings Jersey Ltd (the TMF Group). She was previously a Council Member of Lloyd’s of London and a Non- Executive Director of Asta Managing Agency Ltd and Aspen Managing Agency Ltd. During her executive career, Green held various senior executive positions at Aspen Insurance Holdings including Chief Executive of Aspen UK, (comprising the UK insurance and reinsurance companies) and Group Head of Strategy and Corporate Development. Prior to this she worked as a principal with the global private equity firm MMC Capital Inc (now Stone Point Capital) having previously worked in business development GE Capital in London. She started her career as an investment banker with Baring Brothers and then Schroders. She is a Trustee of
Wellbeing of Women, and an Advisor to Cytora Ltd. She was previously Vice President of the Insurance Institute of London. David Priebe is a seasoned leader in the reinsurance industry with expertise in capital markets and investment banking and a career that spanned over four decades at Guy Carpenter and Company (‘GC’). Priebe recently retired from GC in January 2025. He held the role of Chair, with an emphasis on advancing GC’s engagement with clients and markets to identify opportunities and deliver solutions that help them drive profitable growth. Priebe was responsible for GC Securities, GC’s investment banking and capital markets group and GC Capital Solutions Group, which focused on delivering solutions that assist companies achieve their growth, capital and profitability objectives. Prior to becoming Chair, Priebe was also Vice Chair and previously held various senior leadership roles at GC, including as Executive Vice President, CEO and President of the UK and Continental Europe operations, Managing Director – Global Leaders of the Center of Excellence Practice Group, Managing Director – Global Leader of the Property Specialty Group and Managing Director – Client Account Executive. About Hamilton Insurance Group, Ltd. Hamilton is a Bermuda-headquartered specialty insurance and reinsurance company that underwrites risks on a global basis through its wholly owned subsidiaries. Its three underwriting platforms: Hamilton Global Specialty, Hamilton Select and Hamilton Re, each with dedicated and experienced leadership, provide access to diversified and profitable business around the world. For more about our company, visit www.hamiltongroup.com or find us on LinkedIn at Hamilton Media contact Kelly Corday Ferris kelly.ferris@hamiltongroup.com Investor contacts Jon Levenson and Darian Niforatos investor.relations@hamiltongroup.com