EVEREST GROUP LTD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant☐

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

Everest Group, Ltd.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Everest Group, Ltd.

Proxy Statement 2024

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 15, 2024

TO THE SHAREHOLDERS OF EVEREST GROUP, LTD.:

The Annual General Meeting of Shareholders of Everest Group, Ltd., a Bermuda company (the “Company”),

will be held at Fairmont Hamilton Princess, 76 Pitts Bay Road, Hamilton, Bermuda on May 15, 2024 at 10:00

a.m., local time, for the following purposes:

1. To elect John J. Amore, Juan C. Andrade, William F. Galtney, Jr., John A. Graf, Meryl Hartzband,

Gerri Losquadro, Hazel McNeilage, Roger M. Singer and Joseph V. Taranto as directors of the

Company, each to serve for a one-year period to expire at the 2025 Annual General Meeting of

Shareholders or until such director’s successor shall have been duly elected or appointed or until

such director’s office is otherwise vacated.

2. To appoint KPMG, an independent registered public accounting firm, as the Company’s

independent auditor for the fiscal year ending December 31, 2024 and authorize the Company’s

Board of Directors, acting through its Audit Committee, to determine the independent auditor’s

remuneration.

3. To approve, by non-binding advisory vote, 2023 compensation paid to the Company’s Named

Executive Officers (as defined herein).

4. To consider and act upon such other business, if any, as may properly come before the meeting and

any and all adjournments thereof.

The Company’s financial statements for the year ended December 31, 2023, together with the report of the

Company’s auditor in respect of those financial statements, as approved by the Company’s Board of

Directors, will be presented at this Annual General Meeting.

Only shareholders of record identified in the Company’s Register of Members at the close of business on

March 18, 2024 are entitled to notice of, and vote at, the Annual General Meeting.

This Proxy Statement, the attached Notice of Annual General Meeting, the Annual Report of the Company

for the fiscal year ended December 31, 2023 (including financial statements) and the enclosed Proxy Card

are first being mailed to the Company’s shareholders on or about April 12, 2024.

You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting

in person, you are urged to vote by internet or telephone as directed on the enclosed proxy or by signing

and dating the proxy and returning it promptly in the postage prepaid envelope provided.

By Order of the Board of Directors

Juan C. Andrade

President & CEO

April 12, 2024

Hamilton, Bermuda

Table of Contents

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 15, 2024

at Fairmont Hamilton Princess, 76 Pitts Bay Road, Hamilton, Bermuda at 10:00 a.m. local time.

The proxy statement and annual report to shareholders are available at

https://www.everestglobal.com/us-en/investor-relations/shareholder-resources/shareholder-proxy-materials

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

May 15, 2024

GENERAL INFORMATION

The enclosed Proxy Card is being solicited on behalf of the Board of Directors (the “Board”) for use at the 2024 Annual

General Meeting of Shareholders of Everest Group, Ltd., a Bermuda company (the “Company”, “Everest Group” or,

unless the context otherwise requires, “Everest”), to be held on May 15, 2024, and at any adjournment thereof. It may be

revoked at any time before it is exercised by giving a later-dated proxy, notifying the Corporate Secretary of the

Company in writing at the Company’s registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda,

or voting in person at the Annual General Meeting. All shares represented at the meeting by properly executed proxies

will be voted as specified and, unless otherwise specified, will be voted: (1) for the election of John J. Amore, Juan C.

Andrade, William F. Galtney, Jr., John A. Graf, Meryl Hartzband, Gerri Losquadro, Hazel McNeilage, Roger M. Singer and

Joseph V. Taranto as directors of the Company; (2) for the appointment of KPMG, an independent registered public

accounting firm, as the Company’s independent auditor for the fiscal year ending December 31, 2024 and for

authorizing the Board acting through its Audit Committee to determine the independent auditor’s remuneration; and (3)

for the approval, by non-binding advisory vote, of the 2023 compensation paid to the Named Executive Officers (as

defined herein).

Only shareholders of record at the close of business on March 18, 2024 will be entitled to vote at the meeting. On that

date, 53,257,203 Common Shares, par value $.01 per share (“Common Shares”), were outstanding. However, this

amount includes 9,719,971 Common Shares held by Everest Re Advisors, Ltd. (“Re Advisors”), the Company’s subsidiary.

As provided in the Company’s Bye-laws, Re Advisors may vote only 9.9% of its shares. The outstanding share amount

also excludes 49,564 shares with no voting rights. The limitation of Re Advisors voting shares to 5,272,463 and the

exclusion of 49,564 shares with no voting rights results in 48,760,131 Common Shares entitled to vote.

The election of each nominee for director and the approval of all other matters to be voted upon at the Annual General

Meeting require the affirmative vote of a majority of the votes cast at the Annual General Meeting, provided there is a

quorum consisting of no fewer than two persons present in person or by proxy holding in the aggregate more than 50%

of the issued and outstanding Common Shares entitled to attend and vote at the Annual General Meeting. The Company

has appointed inspectors of election to count votes cast in person or by proxy. Common Shares owned by shareholders

who are present in person or by proxy at the Annual General Meeting but who elect to abstain from voting will be

counted towards the presence of a quorum. However, such Common Shares and Common Shares owned by

shareholders and not voted in person or by proxy at the Annual General Meeting (including “broker non- votes”) will not

be included in any tally of votes cast and will therefore have no effect on the outcomes of votes to elect a director or

approve any other matter before the shareholders.

All references in this document to “$” or “dollars” are references to the currency of the United States of America.

The Company knows of no specific matter to be brought before the Annual General Meeting that is not referred to in the

attached Notice of Annual General Meeting of Shareholders and this Proxy Statement. If any such matter comes before

the meeting, including any shareholder proposal properly made, the proxy holders will vote proxies in accordance with

their best judgment with respect to such matters. To be properly made, a shareholder proposal must comply with the

Company’s Bye-laws and, in order for any matter tocome before the meeting, it must relate to matters referred to in the

attached Notice of Annual General Meeting.

2024 Proxy Statement 1