8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 16, 2018

THE NAVIGATORS GROUP, INC.

(Exact Name of Registrant as Specified in its 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)

(203) 905-6090

(Registrant’s telephone number, including area code)

N/A

(Registrant’s former name or former address, if changed since last report)

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.

A special meeting of stockholders of The Navigators Group, Inc. (“Navigators”) was held at 10 a.m. Eastern Time on November 16, 2018 at 400 Atlantic Street, Stamford, Connecticut 06901 (the “Special Meeting”) to vote on the proposals set forth in the definitive proxy statement in connection with the Special Meeting (the “Proxy Statement”) filed with the U.S. Securities Exchange Commission (the “SEC”) on October 12, 2018 and first mailed to Navigators’ stockholders on or about October 12, 2018. Out of 29,777,883 shares of Navigators’ common stock (“Common Stock”) outstanding and entitled to vote at the Special Meeting as of the close of business on October 10, 2018, the record date for the Special Meeting, 26,217,262 shares of Common Stock were represented in person or by proxy at the Special Meeting, which constituted a quorum. A summary of the voting results for the matters proposed at the Special Meeting is set forth below.

Proposal 1 – Adoption of the Merger Agreement

At the Special Meeting, Navigators’ stockholders approved by the requisite vote a proposal to adopt the Agreement and Plan of Merger, dated as of August 22, 2018 (the “Merger Agreement”), by and among Navigators, The Hartford Financial Services Group (“The Hartford”) and Renato Acquisition Co. (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Navigators (the “Merger”), with Navigators surviving as a wholly owned subsidiary of The Hartford. The voting results for this proposal were as follows:

For	Against	Abstain
26,172,363	6,724	38,175

Proposal 2 – Non-Binding Advisory Approval of Merger-Related Compensation

At the Special Meeting, Navigators’ stockholders approved by the requisite vote a proposal to approve, by non-binding advisory vote, compensation that may be paid or become payable to Navigators’ named executive officers that is based on or otherwise relates to the Merger. The voting results for this proposal were as follows:

For	Against	Abstain
25,795,048	347,733	74,481

Proposal 3 – Adjournment of the Special Meeting

Because stockholders holding at least a majority of the shares of Common Stock entitled to vote at the Special Meeting approved the proposal to adopt the Merger Agreement, the vote was not called on the proposal to adjourn the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there had been insufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions set forth in the Merger Agreement and discussed in detail in the Proxy Statement, which is available on the SEC’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Proxy Statement. Assuming the satisfaction of such closing conditions, Navigators expects the closing to occur during the first half of 2019.

Item 8.01 Other Events.

On November 16, 2018, Navigators issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits:

Exhibit No.	Description
99.1	Press Release, dated November 16, 2018

SIGNATURE

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. (Registrant)
Date: November 16, 2018	By:	/s/ Emily B. Miner
	Name:	Emily B. Miner
	Title:	Senior Vice President and General Counsel

EX-99.1

Exhibit 99.1

Navigators Stockholders Approve Merger with The Hartford

STAMFORD, CT, November 16, 2018 – The Navigators Group, Inc. (NASDAQ:NAVG) (“Navigators”) announced that, at a special meeting of stockholders held today, Navigators’ stockholders approved the adoption of the previously announced merger agreement relating to the proposed transaction between Navigators and The Hartford Financial Services Group, Inc. (“The Hartford”), whereby Navigators will become a wholly owned subsidiary of The Hartford.

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each eligible share of Navigators common stock will be cancelled and converted into the right to receive $70.00 in cash. The merger remains subject to various closing conditions, including receipt of various regulatory approvals, and is expected to close during the first half of 2019.

About Navigators

The Navigators Group, Inc. (NASDAQ: NAVG) (“Navigators” or the “Company”) is a global specialty insurance holding company. We provide customized insurance solutions designed to protect clients from the complex risks they face. For more than 40 years, Navigators has added value for policyholders—both in underwriting and in claims—through the depth and quality of our technical and industry expertise. Industries we serve include maritime, construction, energy, environmental, professional services and life sciences. Headquartered in Stamford, Connecticut, Navigators has offices in the United States, the United Kingdom, Continental Europe and Asia. For more information, please visit navg.com.

About The Hartford

The Hartford Financial Services Group, Inc., (NYSE: HIG) (“The Hartford”) operates through its subsidiaries under the brand name, The Hartford, and is headquartered in Hartford, Connecticut. The Hartford is a leader in property and casualty insurance, group benefits and mutual funds. With more than 200 years of expertise, The Hartford is widely recognized for its service excellence, sustainability practices, trust and integrity. More information on the company and its financial performance is available at https://www.thehartford.com.

Forward Looking Statements

Certain information in this communication constitutes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “aims,” “intends,” or “projects.” However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. These statements may relate to risks or uncertainties associated with:

• the satisfaction of the conditions precedent to the consummation of the proposed merger, including, without limitation, the timely receipt of stockholder and regulatory approvals (or any conditions, limitations or restrictions placed on such approvals);

• unanticipated difficulties or expenditures relating to the proposed merger;

• the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances which would require the Company to pay a termination fee or reimburse The Hartford for certain of its expenses;

• legal proceedings, judgments or settlements, including those that may be instituted against the Company, its board of directors, executive officers and others following the announcement of the proposed merger;

• disruptions of current plans and operations caused by the announcement and pendency of the proposed merger;

• potential difficulties in employee retention due to the announcement and pendency of the proposed merger;

• the response of customers, policyholders, brokers, service providers, business partners and regulators to the announcement of the proposed merger; and

• other factors described in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 22, 2018.

The Company can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The forward-looking statements are made as of the date of this communication, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Investors

Ciro M. DeFalco

Executive Vice President and Chief Financial Officer

cdefalco@navg.com

203-905-6343

Media

Courtney Oldrin

Head of Communications

coldrin@navg.com

203-905-6531