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) December 6, 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, 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 7, 2016, the board of directors (the “Board”) of The Navigators Group, Inc. (the “Company”) appointed Meryl D. Hartzband, 62, as an independent member of the Board, effective immediately. Ms. Hartzband was a founding partner of Stone Point Capital, a private equity firm that focuses on investing in the global financial services industry. From 1999-2015, she served as the firm’s Chief Investment Officer and as a member of the Investment Committees of the Trident Funds. Ms. Hartzband joined Stone Point from J.P. Morgan & Co., where she was a Managing Director and specialized in managing private equity investments in the financial services industry. Commencing in 2016, Ms. Hartzband has been serving as a director of Vanbridge Holdings Ltd. She previously served as a director of ACE Limited, Travelers Property Casualty Corp., AXIS Capital Holdings Limited, Alterra Capital Holdings Limited, and numerous portfolio companies of the Trident Funds. Ms. Hartzband received a B.A. degree from Cornell University and an M.B.A. from the Columbia University Graduate School of Business.

Ms. Hartzband will serve on the Compensation and Finance Committees of the Board.

A copy of the Company’s press release, dated December 7, 2016, announcing Ms. Hartzband’ election is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 8.01.    Other Events.

On December 6, 2016, the Company announced that its Board declared a two-for-one stock split of the Company’s outstanding shares of common stock, to be effected in the form of a stock dividend. Stockholders of record at the close of business on December 30, 2016 will receive one additional share of common stock for every share of common stock held. The additional shares of common stock will be issued on January 20, 2017. After giving effect to the stock split, the number of outstanding shares of the Company’s common stock will increase to approximately 29.6 million shares, up from approximately 14.8 million shares outstanding prior to the split.

A copy of the Company’s press release, dated December 6, 2016, announcing the stock split is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated December 7, 2016.
99.2	Press Release dated December 6, 2016.

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 12, 2016

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated December 7, 2016.
99.2	Press Release dated December 6, 2016.

EX-99.1

Exhibit 99.1

Navigators Names Meryl D. Hartzband to Board of Directors

STAMFORD, CT, December 7, 2016 – The Board of Directors of The Navigators Group, Inc. (NASDAQ:NAVG) today announced the appointment of Meryl D. Hartzband as an independent director to the Company, effective immediately. Ms. Hartzband will serve on the Compensation and Finance Committees of the Board of Directors.

Ms. Hartzband was a founding partner of Stone Point Capital, a private equity firm that focuses on investing in the global financial services industry. She served as the firm’s Chief Investment Officer and as a member of the Investment Committees of the Trident Funds from 1999-2015. She joined Stone Point from J.P. Morgan & Co., where she was a Managing Director. During her 16 year career at J.P. Morgan, she specialized in managing private equity investments in the financial services industry. She is currently a director of Vanbridge Holdings Ltd., and previously served as a director of ACE Limited, Travelers Property Casualty Corp., AXIS Capital Holdings Limited, Alterra Capital Holdings Limited, and numerous portfolio companies of the Trident Funds. Ms. Hartzband received a B.A. degree from Cornell University and an M.B.A. from the Columbia University Graduate School of Business.

“We are excited to welcome Meryl to the Navigators’ Board,” said Stanley A. Galanski, President and Chief Executive Officer. “Her accomplished career in the financial services industry and deep knowledge of investment portfolio strategy will be a tremendous asset as we continue to build and expand our business. We appreciate her willingness to serve as a director and look forward to benefitting from her experience and counsel.”

About Navigators

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 a representative office in China.

Safe Harbor

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.

Investors

Ciro M. DeFalco

Senior Vice President and Chief Financial Officer

+1 203 905 6343

Media

Courtney Oldrin

Head of Communications

coldrin@navg.com

+1 203 905 6531

EX-99.2

Exhibit 99.2

Navigators Announces Two-for-One Stock Split

STAMFORD, CT, December 6, 2016 – The Navigators Group, Inc. (NASDAQ:NAVG) today announced that its Board of Directors has approved a two-for-one stock split of the Company’s outstanding shares of common stock, to be effected in the form of a stock dividend. Stockholders of record at the close of business on December 30, 2016 will receive one additional share of common stock for every share of common stock held. The additional shares of common stock will be issued on January 20, 2017.

This stock split will not change the proportionate interest that a stockholder has in the Company. After giving effect to the stock split, the number of outstanding shares of the company’s common stock will increase to approximately 29.6 million shares, up from approximately 14.8 million shares outstanding prior to the split.

“In light of our continuing strong operating performance and the stock price appreciation over the last three years, we felt it was an appropriate time to implement a stock split,” said President and Chief Executive Officer Stanley A. Galanski. “We believe this action, together with our recently introduced quarterly cash dividend, makes our shares more attractive to a broader range of investors and enhances the liquidity of our shares.”

About Navigators

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 a representative office in China.

Safe Harbor

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.

Investors

Ciro M. DeFalco

Senior Vice President and Chief Financial Officer

203-905-6343

Media

Courtney Oldrin

Head of Communications

coldrin@navg.com

203-905-6531