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 1, 2020 |
SELECTIVE INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
| New Jersey | | 001-33067 | | 22-2168890 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| 40 Wantage Avenue, Branchville, New Jersey | | 07890 |
| (Address of principal executive offices) | | (Zip Code) |
| | | |
| Registrant's telephone number, including area code | | (973) 948-3000 |
Not Applicable
(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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $2 per share | SIGI | NASDAQ Global Select Market |
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. ¨
Section 5 – Corporate Governance and Management
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Selective Insurance Group, Inc. (the “Company”) held its Annual Meeting of Stockholders on April 29, 2020. Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders. For more information about the proposals set forth below, please see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 25, 2020.
1. The Company’s stockholders elected, by a majority of the votes cast, each of the thirteen nominees to the Board of Directors for a term of one-year, as follows:
| Director | For | Against | Abstain | Broker Non-Votes |
| John C. Burville | 46,355,165 | 1,106,475 | 29,367 | 4,892,650 |
| Terrence W. Cavanaugh | 47,105,477 | 355,621 | 29,909 | 4,892,650 |
| Robert Kelly Doherty | 47,247,932 | 213,901 | 29,174 | 4,892,650 |
| John J. Marchioni | 46,924,232 | 536,600 | 30,175 | 4,892,650 |
| Thomas A. McCarthy | 47,235,656 | 225,782 | 29,569 | 4,892,650 |
| H. Elizabeth Mitchell | 46,583,763 | 878,077 | 29,167 | 4,892,650 |
| Michael J. Morrissey | 45,830,898 | 1,630,797 | 29,312 | 4,892,650 |
| Gregory E. Murphy | 46,517,442 | 943,720 | 29,845 | 4,892,650 |
| Cynthia S. Nicholson | 46,091,992 | 1,369,111 | 29,904 | 4,892,650 |
| William M. Rue | 46,656,274 | 804,630 | 30,103 | 4,892,650 |
| John S. Scheid | 47,242,296 | 218,809 | 29,902 | 4,892,650 |
| J. Brian Thebault | 45,601,371 | 1,860,469 | 29,167 | 4,892,650 |
| Philip H. Urban | 46,585,056 | 876,585 | 29,366 | 4,892,650 |
2. The Company’s stockholders voted to approve, on an advisory basis, the 2019 compensation of the named executive officers as disclosed in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders, as follows:
| For | Against | Abstain | Broker Non-Votes |
| 46,271,850 | 1,074,197 | 144,960 | 4,892,650 |
3. The Company’s stockholders voted to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, as follows:
| For | Against | Abstain |
| 51,190,969 | 1,169,289 | 23,399 |
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.
| | | SELECTIVE INSURANCE GROUP, INC. |
| | | | |
| Date: | May 1, 2020 | By: | /s/ Michael H. Lanza |
| | | | Michael H. Lanza |
| | | | Executive Vice President and General Counsel |
