| 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, bynon-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.
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:
