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): March 24, 2011
The Navigators Group,
Inc.
(Exact name of registrant as
specified in its charter)
| Delaware | 0-15886 | 13-3138397 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 6 International Drive, Rye
Brook, New York |
10573 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (914) 934-8999
| (Former name or former address if changed since last report.) |
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:
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 24, 2011, Mr. Peter
A. Cheney notified The Navigators Group, Inc. (the “Company”) that
he will retire from the Board of Directors of the Company (the
“Board”) effective as of May 26, 2011, the date of the
Company’s Annual Shareholder Meeting and the conclusion of
Mr. Cheney’s current term. Mr. Cheney is the chairman of the
Finance Committee of the Board and also serves as a member of the Audit
Committee. Mr. Cheney has been a director of the Company since 2003.
In addition, on March 24, 2011, the Company announced the
nomination of Mr. Geoffrey E. Johnson to stand for election to the Board
at the Company’s upcoming Annual Meeting of Stockholders on May 26,
2011.
A copy of the Company’s press release, dated
March 29, 2011, announcing these Board changes is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release dated March 29, 2011. |
2
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.
THE NAVIGATORS GROUP, INC.
By: /s/ Bruce J.
Byrnes
Name:
Bruce J. Byrnes
Title: Senior Vice President and General Counsel
Date: March 30, 2011
EXHIBIT INDEX
|
Exhibit No.
|
Exhibit | |
|
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|
99.1
|
Press Release dated March 29, 2011. |
| Exhibit 99.1 |
Navigators Announces Board of Directors Changes
NEW YORK, May 29, 2011— The Navigators Group, Inc. (NASDAQ:NAVG) today announced that Peter A. Cheney will retire from the Board of Directors at the conclusion of his current term in May 2011. The Company also announced that it has nominated Geoffrey E. Johnson to stand for election at the Company’s upcoming Annual Meeting of Stockholders on May 26, 2011.
Mr. Cheney, age 68, has been a director since 2003 and has served as the chairman of the Company’s Finance Committee and as a member of the Audit Committee. Mr. Cheney retired after 19 years with Re Corporation in 1996, where he held various positions including Executive Vice President, Chief Financial Officer and Director.
Mr. Johnson, age 63, began his career at Price Waterhouse UK in 1969 where he remained for 29 years, serving major clients of the firm and holding a number of management positions, ultimately becoming Managing Partner of Price Waterhouse Europe. In 1998, he moved to New York to become Global CFO/Operations Leader of the newly merged PricewaterhouseCoopers. Most recently, he served as Chief Executive Officer of L&F Insurance Group, Bermuda from 2002 to 2010 and is currently Chairman of Professional Asset Indemnity Limited, a Bermuda Insurance Company, and Senior Independent Director of Omega Insurance Holdings Limited a UK-listed, Bermuda resident insurance company with substantial Lloyd’s interests. He is a graduate of Sheffield University (B.A. Economics) and is a Fellow of the Institute of Chartered Accountants in England and Wales.
“We wish to thank and recognize Peter Cheney for his years of dedicated service,” said Stanley A. Galanski, President and Chief Executive Officer. “Peter has been a sage advisor to us for many years and his many contributions will be missed, I am also very pleased to add Geoffrey to our Board of Directors. His financial and leadership experience in both the U.S. and the international insurance markets will be an asset to our growing Company. “
The Navigators Group, Inc. is an international specialty insurance holding company with insurance company operations, underwriting management companies, and operations at Lloyd’s of London. Headquartered in New York City, Navigators has offices in major insurance centers in the United States, the United Kingdom and Continental Europe.
This press release may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Whenever used in this release, the words “estimate,” “expect,” “believe,” “may,” “will,” “intend,” “continue” or similar expressions are intended to identify such forward-looking statements. We cannot assure that results that we anticipate will be achieved, since results may differ materially because of known and unknown risks and uncertainties that we face. Please refer to Navigators’ most recent Forms 10-K and 10-Q and its other filings with the Securities and Exchange Commission for a description of Navigators’ business and the important factors that may affect that business. Navigators undertakes no obligation to publicly update or revise any forward-looking statement.
CONTACT:
Taha Ebrahimi
Media
Inquiries
(914) 933-6209
tebrahimi@navg.com
www.navg.com