EVEREST GROUP, LTD.
For the period ended Dec 31, 2025. Filed Apr 10, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 10, 2026
Contents
General I
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 13, 2026
at Rosewood Bermuda, 60 Tucker's Point Drive, Hamilton Parish, HS 02, Bermuda at 10:00 a.m. local time.
The proxy statement and annual report to shareholders are available at
https://investors.everestglobal.com/financials/annual-reports-and-proxy-statements/default.aspx
Proxy Statement
Annual General Meeting Of Shareholders
May 13, 2026
General Information
The enclosed Proxy Card is being solicited on behalf of the Board of Directors (the “Board”) of Everest Group, Ltd., a
Bermuda company (the “Company”, “Everest Group” or, unless the context otherwise requires, “Everest”) for use at the
2026 Annual General Meeting of Shareholders (the “AGM”), to be held on May 13, 2026, 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
Amore, William F. Galtney Jr., John A. Graf, Meryl Hartzband, Laura Hay, John Howard, Allan Levine, Hazel McNeilage,
Darryl Page, Roger M. Singer and Jim Williamson as directors of the Company; (2) for the appointment of KPMG LLP
(“KPMG”), an independent registered public accounting firm, as the Company’s independent auditor for the fiscal year
ending December 31, 2026 and for authorizing the Board acting through its Audit Committee to determine the
independent auditor’s remuneration; (3) for the approval, by non-binding advisory vote, of the 2025 compensation paid
to the Named Executive Officers (as defined herein); and (4) to approve an amendment to the Everest Group, Ltd. 2020
Stock Incentive Plan.
Only shareholders of record at the close of business on March 16, 2026 will be entitled to vote at the meeting. On that
date, 49,740,115 Common Shares, par value $.01 per share (“Common Shares”), were outstanding. However, this
amount includes 9,719,971 Common Shares held by Everest Re Advisors, Ltd. (“Re Advisors”), the Company’s subsidiary.
As provided in the Company’s Bye-laws, Re Advisors may vote only 9.9% of its shares. The outstanding share amount
also excludes 58,156 shares with no voting rights. The limitation of Re Advisors voting shares to 4,924,271 and the
exclusion of 58,156 shares with no voting rights results in 44,886,259 Common Shares entitled to vote.
The election of each nominee for director and the approval of all other matters to be voted upon at the Annual General
Meeting require theaffirmative vote of a majority of the votes cast at the Annual General Meeting, provided there is a
quorum consisting of no fewer than two persons present in person or by proxy holding in the aggregate more than 50%
of the issued and outstanding Common Shares entitled to attend and vote at the Annual General Meeting. The Company
has appointed inspectors of election to count votes cast in person or by proxy. Common Shares owned by shareholders
who are present in person or by proxy at the Annual General Meeting but who elect to abstain from voting will be counted
towards the presence of a quorum. However, such Common Shares and Common Shares owned by shareholders and
not voted in person or by proxy at the Annual General Meeting (including “broker non- votes”) will not be included in any
tally of votes cast and will therefore have no effect on the outcomes of votes to elect a director or approve any other
matter before the shareholders.
All references in this document to “$” 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 to come before the meeting, it must relate to matters referred to in the
attached Notice of Annual General Meeting.
2 2026 Proxy Statement
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