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) December 4, 2014
The Navigators Group, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-15886 | 13-3138397 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 400 Atlantic Street, 8th Floor, Stamford, CT | 06901 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (203) 905-6090
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 December 4, 2014, the board of directors (the “Board”) of The Navigators Group, Inc. (the “Company”) appointed Patricia H. Roberts, 59, as an independent member of the Board, effective immediately. Ms. Roberts worked in various positions at General Reinsurance Corporation (“GenRe”) from 1977 until she retired in 2012 from the dual position of President and Chairman of General Star Management Corporation and President and Chairman of Genesis Management and Insurance Services Corporation, two wholly-owned subsidiaries of GenRe. Ms. Roberts has also been actively involved in a number of civic and industry organizations in several capacities.
It has not yet been determined on which committees of the Board Ms. Roberts will serve.
A copy of the Company’s press release, dated December 9, 2014, announcing Ms. Roberts’ election 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 December 9, 2014. | |
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/ Emily B. Miner | |
| Name: | Emily B. Miner | |
| Title: | Senior Vice President, General Counsel and Secretary | |
Date: December 10, 2014
EXHIBIT INDEX
| Exhibit |
Exhibit | |
| 99.1 | Press Release dated December 9, 2014. | |
Exhibit 99.1
Navigators Appoints Patricia Roberts to Board of Directors
STAMFORD, CT, December 9, 2014 (GLOBE NEWSWIRE) — The Navigators Group, Inc. (NASDAQ:NAVG) announced today that Patricia Roberts (59) has been appointed to its Board of Directors.
Ms. Roberts built a stellar, 35-year career at General Reinsurance Corporation, joining in 1977 as an excess casualty underwriter and rising through the ranks in various leadership roles. She retired in 2012 from her dual position as President and Chairman of General Star Management Company and President and Chairman of Genesis Management and Insurance Services Corporation, two wholly-owned subsidiaries of GenRe.
Stanley A. Galanski, President and Chief Executive Officer of The Navigators Group, Inc., said, “We are delighted to welcome Pat Roberts to our Board of Directors. Throughout her career, Pat was a recognized thought leader in our industry, with a broad strategic perspective grounded in technical underwriting acumen. We also recognize the value Pat places on strong relationships with clients, business partners, employees and the community – all closely aligned with our organization’s culture. We look forward to the insights and contributions Pat will bring as we set the direction for the future of Navigators.”
Ms. Roberts holds a Bachelor of Science degree in Business Administration from George Mason University, and received her CPCU (Chartered Property Casualty Underwriter) designation in 1985. Ms. Roberts is actively involved with Inspirica, an organization that provides support for Connecticut’s homeless, and recently became its Chairman.
The Navigators Group, Inc. is an international specialty insurance holding company with insurance company operations, underwriting management companies and operations at Lloyd’s. Navigators has offices in the United States, the United Kingdom and Continental Europe, as well as representative offices in China and Brazil.
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.
Photos accompanying this release are available at:
| CONTACT: | Evelyn Jenkinson | |||
| 203-905-6685 | ||||
| ejenkinson@navg.com | ||||
| www.navg.com |