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 22, 2014
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 24, 2014, the Company’s record date for the Annual Meeting, there were a total of 14,255,206 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 13,008,003 shares of common stock, or approximately 91.3% 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 2015 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 |
12,408,147 | 187,007 | 412,849 | |||
| H. J. Mervyn Blakeney |
12,388,104 | 207,050 | 412,849 | |||
| Terence N. Deeks |
12,363,451 | 231,703 | 412,849 | |||
| Stanley A. Galanski |
12,363,364 | 231,790 | 412,849 | |||
| Geoffrey E. Johnson |
12,408,159 | 186,995 | 412,849 | |||
| John F. Kirby |
12,388,116 | 207,038 | 412,849 | |||
| Robert V. Mendelsohn |
12,404,707 | 190,447 | 412,849 | |||
| David M. Platter |
12,404,719 | 190,435 | 412,849 | |||
| Janice C. Tomlinson |
12,408,158 | 186,996 | 412,849 | |||
| Marc M. Tract |
11,256,394 | 1,338,760 | 412,849 |
| 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 | |||
| 12,108,221 |
305,584 | 181,349 | 412,849 |
| 3. | The proposal to ratify the appointment of KPMG LP as the independent auditors of the Company for fiscal year end December 31, 2014 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 | ||
| 12,748,792 |
181,886 | 77,325 |
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: May 28, 2014