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 26, 2016

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 28, 2016, the Company’s record date for the Annual Meeting, there were a total of 14,537,989 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 13,616,456 shares of common stock, or approximately 93.7% 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 2017 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		12,905,223		270,596		440,637
H. J. Mervyn Blakeney		12,857,559		318,260		440,637
Terence N. Deeks		12,888,000		287,819		440,637
Stanley A. Galanski		12,887,871		287,948		440,637
Geoffrey E. Johnson		12,905,023		270,796		440,637
Robert V. Mendelsohn		12,900,413		275,406		440,637
David M. Platter		12,900,212		275,607		440,637
Patricia H. Roberts		12,905,352		270,467		440,637
Janice C. Tomlinson		12,904,994		270,825		440,637
Marc M. Tract		12,204,960		970,859		440,637

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
13,145,082	26,891	3,846	440,637

3. The proposal to ratify the appointment of KPMG LLP as the independent auditors of the Company for fiscal year end December 31, 2016 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
13,383,123	232,583	750

Item 8.01. Other Events

On May 26, 2016 the Company issued a press release announcing that its Board of Directors has declared a quarterly cash dividend of $0.09 per share of common stock, payable on July 15, 2016, to stockholders of record at the close of business on June 20, 2016. This press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated May 26, 2016.

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 and General Counsel

Date: May 31, 2016

EX-99.1

Exhibit 99.1

The Navigators Group, Inc.

CORPORATE NEWS

Navigators Initiates Dividend

Stamford, CT, May 26, 2016 – (GLOBAL NEWSWIRE) — The Navigators Group, Inc. (NASDAQ:NAVG) announced today that its Board of Directors has declared a quarterly cash dividend of $0.09 per share of common stock to be paid on July 15, 2016 to stockholders of record at the close of business on June 20, 2016.

This will be the first dividend in the Company’s history and coincides with the 30^th anniversary of its listing on the NASDAQ Exchange on June 20, 2016.

“Our Board’s decision to initiate a dividend demonstrates their confidence in the health of our business and our long-term prospects,” said Stan Galanski, Chief Executive Officer of The Navigators Group, Inc. “While we remain committed to the ongoing organic growth of our business, the initiation of a dividend policy reflects our strong capital position and our emphasis on the long-term growth of shareholder value.”

The Company’s dividend yield would be 0.41% based on the $0.36 indicated annual dividend and yesterday’s closing stock price of $88.61.

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” or similar expressions are intended to identify such forward-looking statements. Forward-looking statements are derived from information that we currently have and assumptions that we make. 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 reports on 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:	Ciro M. DeFalco
	Senior Vice President and Chief Financial Officer
	(203) 905-6343
	cdefalco@navg.com
	www.navg.com

400 Atlantic Street	Stamford, CT 06901
TEL (203) 905-6090	FAX (203) 658-1821