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 25, 2017
THE NAVIGATORS GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware |
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0-15886 |
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13-3138397 |
| (State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 400 Atlantic Street, 8th Floor,
Stamford, Connecticut |
|
06901 |
| (Address of Principal Executive Offices) |
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(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)) |
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this
chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
As of March 27, 2017, the Company’s
record date for the Annual Meeting, there were a total of 29,461,627 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 27,581,266 shares of common stock, or approximately 93.6%
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.
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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: |
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| Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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| Saul L. Basch |
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25,652,539 |
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421,857 |
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1,506,870 |
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| Terence N. Deeks |
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25,502,790 |
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571,606 |
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1,506,870 |
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| Stanley A. Galanski |
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25,651,437 |
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422,959 |
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1,506,870 |
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| Meryl D. Hartzband |
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25,652,091 |
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422,305 |
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1,506,870 |
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| Geoffrey E. Johnson |
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25,652,559 |
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421,837 |
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1,506,870 |
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| Robert V. Mendelsohn |
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25,574,278 |
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500,118 |
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1,506,870 |
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| David M. Platter |
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25,605,195 |
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469,201 |
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1,506,870 |
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| Patricia H. Roberts |
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25,652,292 |
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422,104 |
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1,506,870 |
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| Janice C. Tomlinson |
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25,652,292 |
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422,104 |
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1,506,870 |
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| Marc M. Tract |
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25,652,559 |
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421,837 |
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1,506,870 |
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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: |
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| For |
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Against |
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Abstain |
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Broker
Non-Votes |
| 25,992,880 |
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79,134 |
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2,382 |
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1,506,870 |
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3. |
Stockholders recommended, on an advisory basis, that future advisory votes on executive compensation be held on an annual basis. The number of votes for one, two or three years, and the number of votes abstained and all
Broker Non-Votes with respect to this proposal were as follows: |
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| One Year |
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Two Years |
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Three Years |
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Abstain |
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Broker
Non-Votes |
| 19,223,992 |
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37,867 |
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6,806,099 |
|
6,438 |
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1,506,870 |
2
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4. |
The proposal to ratify the appointment of KPMG LLP as the independent auditors of the Company for fiscal year end December 31, 2017 was approved. The number of votes for, against, and abstained and all Broker Non-Votes with respect to this proposal were as follows: |
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| For |
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Against |
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Abstain |
| 27,180,887 |
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399,396 |
|
983 |
On May 25, 2017 the Company issued a press release announcing that its Board of
Directors has declared a quarterly cash dividend of $0.06 per share of common stock, payable on June 30, 2017, to stockholders of record at the close of business on June 9, 2017. 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 25, 2017.
3
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.
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| THE NAVIGATORS GROUP, INC. |
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| By: |
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/s/ Emily B. Miner |
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Name: Emily B. Miner |
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Title: Senior Vice President and General Counsel |
Date: May 25, 2017
EXHIBIT INDEX
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| Exhibit No. |
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Exhibit |
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| 99.1 |
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Press Release dated May 25, 2017. |
