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EX-99.1 - EX-99.1 - NAVIGATORS GROUP INCd545455dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

AMENDMENT NO. 1 TO

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 23, 2013

 

 

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.)

6 International Drive, Rye Brook, New York   10573
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (914) 934-8999

 

 

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))

 

 

 


The undersigned registrant hereby amends the registrant’s Current Report on Form 8-K dated May 24, 2013 to read in its entirety as set forth below. The only change is to clarify that Proposal 3 under Item 5.07 was a proposal to approve Amendment No. 1 to The Navigators Group, Inc. Employee Stock Purchase Plan rather than a proposal to approve The Navigators Group, Inc. Second Amended and Restated 2005 Stock Incentive Plan, which was addressed in Proposal 2.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

As of March 27, 2013, the Company’s record date for the Annual Meeting, there were a total of 14,128,529 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 13,329,230 shares of common stock, or approximately 94.3% 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 2014 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

   12,858,754    150,219    320,257

H. J. Mervyn Blakeney

   12,722,664    286,309    320,257

Terence N. Deeks

   12,840,566    168,407    320,257

Stanley A. Galanski

   12,857,616    151,359    320,257

Geoffrey E. Johnson

   12,858,754    150,219    320,257

John F. Kirby

   12,722,664    286,309    320,257

Robert V. Mendelsohn

   12,855,668    153,305    320,257

David M. Platter

   12,858,754    150,219    320,257

Janice C. Tomlinson

   12,725,551    283,422    320,257

Marc M. Tract

   12,149,296    859,677    320,257

 

  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

12,752,015    255,243    1,715    320,257


  3. The proposal to approve The Navigators Group, Inc. Second Amended and Restated 2005 Stock Incentive Plan 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

11,462,221    1,212,179    334,573    320,257

 

  4. The proposal to approve Amendment No. 1 to The Navigators Group, Inc. Employee Stock Purchase Plan 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

12,943,869    1,580    63,524    320,257

 

  5. The proposal to ratify the appointment of KPMG LP as the independent auditors of the Company for fiscal year end December 31, 2012 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

13,195,513    132,027    1,690

 

Item 8.01. Other Events.

As previously announced by the Company, on May 23, 2013, Robert V. Mendelsohn was selected to succeed Terence N. Deeks as Chairman of the Board. Mr. Deeks, 73, the Company’s Founder, has retired from his role as Chairman but will continue to serve as a Director on the Board. Mr. Deeks had served as the Company’s Chairman since the Company’s formation in 1982. Mr. Mendelsohn has served on the Board of Directors since 2010.

The Board has adopted a description of the position of Independent Chairman of the Board, which is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Independent Chairman of the Board Position Description


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/ Bruce J. Byrnes

  Name:   Bruce J. Byrnes
  Title:   Senior Vice President, General Counsel and Secretary

Date: May 28, 2013


EXHIBIT INDEX

 

Exhibit No.

  

Exhibit

99.1    Independent Chairman of the Board Position Description