0001193125-15-196861.txt : 20150521 0001193125-15-196861.hdr.sgml : 20150521 20150521153033 ACCESSION NUMBER: 0001193125-15-196861 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150521 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150521 DATE AS OF CHANGE: 20150521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAVIGATORS GROUP INC CENTRAL INDEX KEY: 0000793547 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133138397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15886 FILM NUMBER: 15882616 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 8TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-6090 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 8TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 8-K 1 d932584d8k.htm FORM 8-K Form 8-K

 

 

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) May 21, 2015

 

 

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, Connecticut   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 5.07. Submission of Matters to a Vote of Security Holders.

As of March 30, 2015, the Company’s record date for the Annual Meeting, there were a total of 14,390,807 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 13,587,844 shares of common stock, or approximately 94.4% of the shares outstanding and entitled to vote, were represented in person or by proxy and, therefore, a quorum was present.

Set forth below are the final voting results for each proposal submitted to a vote of the shareholders.

 

  1. The following nominees for directors were elected to hold office until the 2016 annual meeting of shareholders or until their respective successors have been duly elected and qualified. The number of votes for, against, and abstained and all shares as to which brokers indicated that they did not have the authority to vote (“Broker Non-Votes”) with respect to each director were as follows:

 

Nominee

    For      Withheld      Broker Non-Votes  

Saul L. Basch

      12,908,843         229,731         449,270   

H. J. Mervyn Blakeney

      12,894,102         244,472         449,270   

Terence N. Deeks

      12,800,236         338,338         449,270   

Stanley A. Galanski

      12,874,595         263,979         449,270   

Geoffrey E. Johnson

      12,908,843         229,731         449,270   

Robert V. Mendelsohn

      12,908,843         229,731         449,270   

David M. Platter

      12,908,868         229,706         449,270   

Patricia H. Roberts

      12,908,291         230,283         449,270   

Janice C. Tomlinson

      12,908,316         230,258         449,270   

Marc M. Tract

      11,775,107         1,363,467         449,270   

 

  2. The advisory resolution on executive compensation was approved. The number of votes for, against, and abstained and all Broker Non-Votes with respect to this proposal were as follows:

 

For

   Against   Abstain   Broker Non-Votes
13,042,909   93,430   2,235   449,270

 

  3. The proposal to ratify the appointment of KPMG LLP as the independent auditors of the Company for fiscal year end December 31, 2015 was approved. The number of votes for, against, and abstained and all Broker Non-Votes with respect to this proposal were as follows:

 

For

   Against   Abstain
13,296,788   289,837   1,219

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/ Ciro M. DeFalco

Name: Ciro M. DeFalco
Title: Senior Vice President, Chief Financial Officer

Date: May 21, 2015