SCHEDULE 14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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THE NAVIGATORS GROUP, INC.
ONE PENN PLAZA
NEW YORK, NEW YORK 10119
ANNUAL MEETINGMay 27, 2004
Dear Stockholder:
April 8, 2004
THE NAVIGATORS GROUP, INC.
ONE PENN PLAZA
NEW YORK, NEW YORK 10119
NOTICE
OF ANNUAL MEETING OF
STOCKHOLDERS
May 27, 2004
TO THE STOCKHOLDERS OF THE NAVIGATORS GROUP, INC.:
(1) |
Elect eight (8) directors to serve until the 2005 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. |
(2) |
Ratify the appointment by the Companys Board of Directors of KPMG LLP as the independent auditors of the Company to examine and report on the December 31, 2004 financial statements. |
(3) |
Transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
New York, New York
April 8, 2004
IMPORTANT
If you
do not plan to attend this meeting, please sign and return the enclosed proxy. No postage is required if mailed in the United States. PLEASE MAIL
YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
THE NAVIGATORS GROUP, INC.
ONE PENN PLAZA
NEW YORK, NEW YORK 10119
ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
GENERAL INFORMATION
PROPOSAL 1 ELECTION OF DIRECTORS
1
Name |
Age |
Position with the Company |
First Became a Director |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Peter A.
Cheney |
61 | Director | 2003 | |||||||||||||||
Terence N.
Deeks |
64 | Chairman | 1982 | |||||||||||||||
Robert W. Eager,
Jr. |
60 | Director | 2001 | |||||||||||||||
Stanley A.
Galanski |
45 | President & CEO | 2001 | |||||||||||||||
Leandro S.
Galban, Jr. |
69 | Director | 1983 | |||||||||||||||
John F.
Kirby |
57 | Director | 2004 | |||||||||||||||
Marc M.
Tract |
44 | Director | 1991 | |||||||||||||||
Robert F.
Wright |
78 | Director | 1993 |
Non-director Executive Officers
Name |
Age |
Position |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Paul J.
Malvasio |
57 | Executive Vice
President and Chief Financial Officer |
||||||||
Bradley D.
Wiley |
50 | Senior Vice
President, Financial Compliance Officer and Secretary |
||||||||
R. Scott
Eisdorfer |
40 | Senior Vice
President and Chief Information Officer |
||||||||
Salvatore A.
Margarella |
54 | Vice President
and Treasurer |
2
Ownership of Voting Securities By Certain Beneficial Owners and Management
Name and Address of Beneficial Owner |
Number of Shares Beneficially Owned |
Percent of Outstanding Shares |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Terence N. Deeks
(1) One Penn Plaza New York, New York 10119 |
3,295,756 | 26.1 | ||||||||
Royce &
Associates, Inc. (2) 1414 Avenue of the Americas New York, New York 10019 |
781,500 | 6.2 | ||||||||
Beck, Mack &
Oliver LLC (3) 330 Madison Avenue New York, New York 10017 |
749,300 | 6.0 | ||||||||
Marc M. Tract
(4) 575 Madison Avenue New York, New York 10022 |
551,937 | 4.4 | ||||||||
Peter A.
Cheney |
1,389 | * | ||||||||
Michael L.
Civisca (5) |
22,997 | * | ||||||||
Christopher C.
Duca (6) |
9,040 | * | ||||||||
Robert W. Eager,
Jr. |
2,509 | * | ||||||||
Stanley A.
Galanski (7) |
52,488 | * | ||||||||
Leandro S.
Galban, Jr. (8) |
24,251 | * | ||||||||
Noel Higgitt
(9) |
8,066 | * | ||||||||
David E. Hope
(10) |
12,446 | * | ||||||||
John F.
Kirby |
| * | ||||||||
Robert F.
Wright |
9,711 | * | ||||||||
All current
directors and executive officers as a group (1)(4)(5)(6)(7)(8)(9)(10)(11) |
4,062,676 | 31.9 |
3
* |
Less than 1%. |
(1) |
Includes 1,374,521 shares, 641,695 shares and 1,112,598 shares which may be deemed to be beneficially owned by Mr. Deeks as Settlor of the Terence N. Deeks 2002 Qualified Three Year Annuity Trust, the Terence N. Deeks 2003 Qualified Three Year Annuity Trust, and the Terence N. Deeks 2004 Qualified Three Year Annuity Trust, respectively, 106,942 shares owned jointly with his wife, 5,000 shares owned by the Deeks Family Foundation and vested options to purchase 55,000 shares at exercise prices between $14.50 and $17.00 per share. Excludes 545,326 shares which are held under certain instruments of trust for the benefit of Mr. Deeks children and grandchildren. Mr. Deeks disclaims beneficial ownership of all shares held in trust for the benefit of his children. |
(2) |
Based on Form 13G, dated February 5, 2004, filed with the Securities and Exchange Commission (the SEC) by Royce & Associates, LLC. |
(3) |
Based on Form 13G, dated January 27, 2004, filed with the SEC by Beck, Mack & Oliver LLC. |
(4) |
Includes 545,326 shares held as trustee under certain instruments of trust for the benefit of Mr. Deeks children and grandchildren of which Mr. Tract disclaims beneficial ownership. |
(5) |
Includes vested options to purchase 21,675 shares at exercise prices between $10.50 and $25.10 per share. Excludes 1,775 unvested shares from Mr. Civiscas stock grants. |
(6) |
Includes vested options to purchase 5,000 shares at an exercise price of $19.10 per share. Excludes 1,925 unvested shares from Mr. Ducas stock grants. |
(7) |
Excludes 25,000 unvested shares from Mr. Galanskis 100,000 share stock grant issued on March 26, 2001 which vests at the rate of 25% per year. |
(8) |
Includes 1,500 shares held by family members of Mr. Galban. |
(9) |
Includes vested options to purchase 5,000 shares at an exercise price of $16.75 per share. Excludes 1,462 unvested shares from Mr. Higgitts stock grants. |
(10) |
Includes vested options to purchase 1,250 shares at an exercise price of $25.10 per share. Excludes 11,488 unvested shares from Mr. Hopes stock grants. |
(11) |
Includes Mr. Wileys 46,023 shares which include vested options to purchase 32,500 shares at exercise prices between $14.00 and $17.00 per share and excludes 212 unvested stock grant shares; includes Mr. Margarellas 17,994 shares which include vested options to purchase 17,750 shares at exercise prices between $10.50 and $25.10 per share and excludes 255 unvested stock grant shares; and includes Mr. Eisdorfers 8,069 shares which include vested options to purchase 5,000 shares at an exercise price of $16.75 per share and excludes 2,015 unvested stock grant shares. |
Certain Relationships and Related Transactions
4
Board of Directors and Committees
Committee |
|||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Director
|
Audit |
Compensation |
Corporate Governance and Nominating |
Executive |
Finance |
Underwriting Advisory |
|||||||||||||||||||||
Peter A.
Cheney |
X |
X |
|||||||||||||||||||||||||
Terence N.
Deeks |
Chair |
X |
|||||||||||||||||||||||||
Robert W.
Eager, Jr. |
X |
Chair |
|||||||||||||||||||||||||
Stanley A.
Galanski |
X |
||||||||||||||||||||||||||
Leandro S.
Galban, Jr. |
Chair |
X |
X |
X |
|||||||||||||||||||||||
John F.
Kirby |
X |
X |
|||||||||||||||||||||||||
Marc M.
Tract |
X |
X |
X |
||||||||||||||||||||||||
Robert F.
Wright |
Chair |
Chair |
Chair |
||||||||||||||||||||||||
Total 2003
Meetings |
9 |
6 |
5 |
1 |
5 |
1 |
5
are set forth in the Compensation Committee Charter included herein as Appendix A. The charter is also available on our website at www.navg.com under the Financial Information link. The Compensation Committee Charter is reviewed annually and updated as necessary.
6
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary of Compensation
SUMMARY COMPENSATION TABLE
Long-Term
Compensation Awards
|
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual
Compensation
|
Restricted Stock Award(2) |
Number
of Securities Underlying Options/ SARs |
All Other Compensation |
|||||||||||||||||||||||
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
|||||||||||||||||||||||
Stanley
A. Galanski |
2003 | $ | 400,000 | $ | | $ | | | $ | | ||||||||||||||||
President
and |
2002 | 325,000 | 474,079 | | | | ||||||||||||||||||||
Chief
Executive Officer |
2001 | 250,008 | | 1,412,500 | | | ||||||||||||||||||||
David
E. Hope |
2003 | 341,943 | 122,500 | 57,754 | 5,000 | | ||||||||||||||||||||
President
of Navigators Holdings |
2002 | 336,987 | 175,000 | 416,600 | | | ||||||||||||||||||||
UK
and Marine and Energy |
2001 | | | | | | ||||||||||||||||||||
Division
of Navigators Management Co., Inc. |
||||||||||||||||||||||||||
Michael
L. Civisca |
2003 | 200,000 | 105,000 | 49,487 | 5,000 | | ||||||||||||||||||||
Senior
Vice President of |
2002 | 186,250 | 248,907 | 20,100 | 10,000 | | ||||||||||||||||||||
Navigators
Management Co., Inc. |
2001 | 157,813 | 20,000 | | | | ||||||||||||||||||||
Noel
Higgitt |
2003 | 260,000 | 17,500 | 33,338 | | | ||||||||||||||||||||
President
of Navigators |
2002 | 257,083 | 98,907 | 20,100 | 10,000 | | ||||||||||||||||||||
California
Insurance Services, Inc. |
2001 | 250,000 | 70,028 | | | 14,988 | (1) | |||||||||||||||||||
Christopher
C. Duca |
2003 | 235,000 | 35,000 | 66,705 | | | ||||||||||||||||||||
President
of Navigators Pro |
2002 | 227,500 | 11,250 | | | | ||||||||||||||||||||
2001 | 75,000 | | | 20,000 | |
(1) |
Represents life insurance premiums paid by the Company. |
(2) |
Based on the fair market value at the time of grant. |
Stock Options
7
OPTION/SAR GRANTS IN 2003
Individual Grants |
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Options/SAR Term $ |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Number of Securities Underlying Options/SARs Granted (#) |
Percent of Total Options/SARs Granted to Employees in Fiscal Year |
Exercise Price ($/Share) |
Expiration Date |
5% |
10% |
|||||||||||||||||||||
Stanley A.
Galanski |
| | | | | | |||||||||||||||||||||
David E.
Hope |
5,000 | 6.1 | 25.10 | 1/29/13 | 125,920 | 274,844 | |||||||||||||||||||||
Michael L.
Civisca |
5,000 | 6.1 | 25.10 | 1/29/13 | 125,920 | 274,844 | |||||||||||||||||||||
Noel
Higgitt |
| | | | | | |||||||||||||||||||||
Christopher C.
Duca |
| | | | | |
AGGREGATED OPTION/SAR EXERCISES IN 2003
AND DECEMBER 31, 2003 OPTION/SAR
VALUES
Number of Securities Underlying Unexercised Options/SARs at December 31, 2003 (#) |
Value of Unexercised in-the-Money Options/SARs at December 31, 2003 ($) |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Shares Acquired on Exercise (#) |
Value Realized ($) |
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
|||||||||||||||||||||
Stanley A.
Galanski |
| | | | | | |||||||||||||||||||||
David E.
Hope |
| | 1,250 | 3,750 | 7,000 | 22,000 | |||||||||||||||||||||
Michael L.
Civisca |
1,700 | 30,473 | 26,675 | 10,625 | 403,000 | 130,000 | |||||||||||||||||||||
Noel
Higgitt |
| | 12,500 | 7,500 | 223,000 | 122,000 | |||||||||||||||||||||
Christopher C.
Duca |
| | 10,000 | 10,000 | 118,000 | 118,000 |
Employment Agreements
Compensation of Directors
8
2002 Stock Incentive Plan
9
Stock Option Plans and Stock Appreciation Rights Plan
Equity Compensation Plan Information
A |
B |
C |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Plan Category |
Number of securities to be issued upon exercise of unvested outstanding options and unvested stock grants |
Weighted- average exercise price of outstanding options |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) |
|||||||||||
Equity
compensation plans approved by security holders (1) |
562,050 | $ | 16.43 | 803,562 | ||||||||||
Equity
compensation plans not approved by security holders (2) |
65,000 | | ||||||||||||
Total |
627,050 | (3) | 803,562 | (3) |
(1) |
These plans are the Incentive Stock Option Plan, the Non-Qualified Stock Option Plan and the 2002 Stock Incentive Plan. |
10
(2) |
Unvested stock grants provided under individual employment agreements for Messrs. Galanski and Hope. See Employment Agreements, included herein. |
(3) |
Column A includes 76,500 unvested stock grants. Column C includes a maximum of 83,000 stock grants. |
Compensation Committee Interlocks and Insider Participation
Compensation Committee Report on Executive Compensation
11
The Compensation Committee: Leandro S. Galban, Jr. (Chairman) John F. Kirby Marc M. Tract |
12
Audit Committee Report
The
Audit Committee: |
13
Five Year Performance Graph
INDEXED RETURNS Years Ending |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company/Index |
Base Period 12/31/98 |
12/31/99 |
12/31/00 |
12/31/01 |
12/31/02 |
12/31/03 |
|||||||||||||||||||||
The
Navigators Group, Inc. |
100 | 62.90 | 85.89 | 129.68 | 148.06 | 199.16 | |||||||||||||||||||||
S&P 500
Index |
100 | 121.04 | 110.02 | 96.95 | 75.52 | 97.18 | |||||||||||||||||||||
Insurance
Index |
100 | 74.51 | 116.11 | 106.80 | 95.03 | 120.13 |
14
PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
Independent Auditors
The Board recommends a vote FOR Proposal 2.
2003 |
2002 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees
(1) |
$ | 942,443 | $ | 839,900 | ||||||
Audit Related
Fees (2) |
369,822 | | ||||||||
Tax Fees
(3) |
110,000 | 116,931 | ||||||||
All Other
Fees (4) |
25,000 | 15,000 | ||||||||
Total |
$ | 1,447,265 | $ | 971,831 |
(1) |
Audit fees consisted primarily of fees for the annual audit and quarterly reviews, statutory audits and consents. |
(2) |
Audit related fees consisted primarily of services in connection with registration statements and the issuance of related consents. |
(3) |
Tax fees consisted primarily of tax compliance services. |
(4) |
Other fees consisted of actuarial services for the issuance of statements of actuarial opinions for statutory loss and loss expense reserves as required by the National Association of Insurance Commissioners and various State Insurance Departments. |
ALL OTHER MATTERS WHICH MAY PROPERLY
COME BEFORE THE ANNUAL
MEETING
Stockholder Approval
15
the effect of a vote against Proposal 2 but will have no effect on Proposal 1. Shares held by brokers as nominees or in street name for which the broker does not have discretionary authority to vote and has not received specific instructions on how to vote from the customer are not voted and are referred to as broker non-votes. Shares that are the subject of broker non-votes will be counted as shares not entitled to vote and therefore will have no effect on the outcome of any of the proposals. Stockholders are entitled to one vote per share on all matters submitted for consideration at the Annual Meeting.
Section 16(a) Beneficial Ownership Reporting Compliance
Absence of Dissenters or Appraisal Rights
Stockholders Proposals and Communications
Form 10-K Annual Report
16
documents listed in the exhibit index of the Form 10-K. Upon written request, we will furnish to the Stockholder copies of any exhibits for a nominal charge. Requests should be addressed to The Navigators Group, Inc., Attn: Gail Kalter, Investor Relations Department, One Penn Plaza, New York, New York 10119. In addition, we make available through our website at www.navg.com under the Financial Information link, free of charge, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
Solicitation and Expenses of Solicitation
New York, New York
April 8, 2004
17
APPENDIX A
THE NAVIGATORS GROUP, INC.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
I. PURPOSE
The Compensation Committee is a committee of the Board of Directors. It shall (1) oversee the Boards responsibilities relating to the amount and form of compensation to the Companys executives, (2) produce an annual report on executive compensation for inclusion in the Companys proxy statement, and (3) determine the amount and form of compensation for the non-management directors of the Board, subject to review by the Corporate Governance & Nominating Committee and approval by the Board.
II. COMPOSITION
The Compensation Committee shall be composed of three or more directors, none of whom shall be an employee of the Company, and each of whom shall meet the independence requirements of the NASDAQ Stock Market and the Securities Exchange Act of 1934. At least two members of the Compensation Committee shall be non-employee directors as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, and outside directors as defined in Section 162(m) of the Internal Revenue Code, unless the actions of the Compensation Committee are approved by the entire Board.
The members of the Compensation Committee shall be elected by the Board, upon recommendation of the Corporate Governance and Nominating Committee, at the annual meeting of the Board, and shall serve until the next annual meeting or until their respective successors shall be duly elected and qualified. The Board shall designate one member as the Chairman of the Compensation Committee.
III. FUNCTIONS
The Committee shall have the following functions, as well as any functions as shall be required of compensation committees by the NASDAQ Stock Market:
| to review and approve corporate goals and objectives relevant to the Chief Executive Officers (CEOs) compensation; to evaluate the CEOs performance in light of those goals and objectives; and to set the CEOs compensation level based on this evaluation. In determining the incentive component of CEO compensation, the Committee should consider the Companys underwriting, total operating and overall financial performance, as well as relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Companys CEO in past years; |
| to review and approve corporate goals and objectives relevant to the Chairman of the Board of Directors (Chairman) compensation; to evaluate the Chairmans performance in light of those goals and objectives; and to set the Chairmans compensation level based on this evaluation. In determining the incentive component of Chairman compensation, the Committee should consider the Companys underwriting, total operating and overall performance, as well as relative stockholder return, the value of similar incentive awards to Chairmen at comparable companies, and the awards given to the Companys Chairman in past years; |
| to review and approve corporate goals and objectives relevant to senior executive compensation, evaluate senior executive performance versus those goals and objectives, and to set the senior executive compensation levels based on this evaluation; |
| to make recommendations to the Board with respect to incentive compensation plans and equity-based plans, including, without limitation, modifications from time to time of the Companys Incentive Stock Option Plan, Non-Qualified Stock Option Plan, Stock Appreciation Rights Plan, 2002 Stock Incentive Plan and Executive Performance Incentive Plan; |
A-1
| to administer the Companys Incentive Stock Option Plan, Non-Qualified Stock Option Plan, Stock Appreciation Rights Plan, 2002 Stock Incentive Plan and Executive Performance Incentive Plan, and to grant stock options or other awards pursuant to such plans; |
| The Compensation Committee shall have such other powers and functions as may be assigned to it by the Board of Directors from time to time. |
In addition, the Compensation Committee has sole authority to retain and terminate any compensation consultant or consulting firm to assist in the evaluation of director, CEO, Chairman, or senior executive compensation, including sole authority to approve the consultants fees and other retention terms. The Compensation Committee may also, at its discretion, engage legal counsel or other advisers as it deems necessary to carry out its functions.
IV. ADMINISTRATIVE
The Compensation Committee shall meet in person or telephonically at least twice per year at a time and place determined by the Chairman of the Compensation Committee, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed desirable or appropriate by the Chairman of the Compensation Committee. Members of senior management or others may attend meetings of the Compensation Committee at the invitation of the Compensation Committee and shall provide pertinent information as necessary. The Companys CEO should not attend any portion of any meeting during which the CEOs performance or compensation are discussed, unless specifically invited to do so by the Chairman of the Compensation Committee. The Chairman of the Compensation Committee shall set the agenda of each meeting and arrange for the distribution of the agenda, together with supporting material, to the Compensation Committee members prior to each meeting. The Chairman will also cause minutes of each meeting to be prepared and circulated to the Committee members. A majority of the members of the Compensation Committee shall constitute a quorum for all purposes.
The Committee shall report regularly to the Board as to its activities, it shall review and reassess the adequacy of this Charter annually, and recommend and propose changes to the Board for approval.
A-2
APPENDIX B
THE NAVIGATORS GROUP, INC.
CORPORATE GOVERNANCE & NOMINATING
COMMITTEE
OF THE BOARD OF DIRECTORS CHARTER
I. PURPOSE
The Corporate Governance & Nominating Committee (the Committee) is a committee of the Board of Directors. It shall ensure that the Board of Directors and its committees are appropriately constituted to meet their legal obligations to the stockholders and the Company. To this end, the Committee is responsible for 1) identifying and recommending to the Board individuals qualified to become Board and Committee members; 2) maintaining that a majority of the Board members are independent and that members of the Audit, Compensation, and Corporate Governance & Nominating Committees are independent as required; 3) recommending to the Board the Insider Trading Policy and Procedure for the Company; 4) developing and recommending to the Board a set of corporate governance principles applicable to the Company; and 5) generally to address corporate governance issues for the Board.
II. COMPOSITION
The Committee shall be composed of two or more directors, none of whom shall be an employee of the Company and each of whom shall meet the independence requirements of the NASDAQ Stock Market and the Securities Exchange Act of 1934.
The members of the Committee shall be elected by the Board at the annual meeting of the Board and shall serve until the next annual meeting or until their respective successors shall be duly elected and qualified. The Board shall designate one member as the Committees Chairman.
III. FUNCTIONS
The Committee shall have the following functions, as well as any functions as shall be required of nominating or corporate governance committees by the NASDAQ Stock Market and the Securities and Exchange Commission:
| to establish the criteria for Board membership, based on the nature, size and complexity of the Company and the stage of its development, from time to time, which may include one or more of the following: |
Experience as a senior executive at a publicly traded corporation, management consultant, investment banker, partner at a law firm or registered public accounting firm, professor at an accredited law or business school, experience in the management or leadership of a substantial private business enterprise, educational, religious or not-for-profit organization, or such other professional experience as the Committee shall determine shall qualify an individual for Board service. |
In establishing these criteria, the Committee shall make every effort to ensure that the Board and its Committees include at least the number of independent directors, as that term is defined by applicable standards promulgated by the NASDAQ Stock Market and by the Securities and Exchange Commission. |
| to consider, recruit and recommend to the Board candidates for election to the Board at each annual meeting of stockholders; to review candidates recommended by stockholders, establish the procedures by which such stockholder candidates will be considered by the Committee and publish these procedures in the Companys annual meeting proxy statement; to conduct the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates; |
| to review the performance of the Board and the various committees of the Board, including the Committee, at least annually; |
| to consider questions of possible conflicts of interest, including related prior transactions, of Board members and of senior executives; |
B-1
| to receive and review an annual questionnaire furnished by each director identifying relationships between such director and members of his or her immediate family and the Company and recommending to the Board whether any such relationships are material or whether they satisfy the Boards standards of independence; |
| to determine (a) the appropriate schedule for regular executive sessions of the non-management directors, (b) whether, in the event the Chairman of the Board is a member of management, a single presiding director shall be selected for all such executive sessions or whether a procedure should be used for selection of the presiding director, and (c) a method to be disclosed by the Company for interested parties to be able to communicate concerns directly to the Chairman of the Board or, in the event the Chairman of the Board is a member of management, the presiding director or with the non-management directors as a group; |
| to recommend to the Board the appointment and removal of the members and chairs of the Committees; |
| to review and approve the form and amount of compensation for any of the non-management directors for service on the Board and its respective committees proposed by the Compensation Committee; |
| to make recommendations on the structure of Board meetings and to oversee the Companys processes for providing information to the Board; |
| to consider matters of corporate governance and to review periodically, the Companys corporate governance principles and codes of business conduct and ethics (as required by the NASDAQ Stock Market and the Securities and Exchange Commission); |
| to recommend to the Board director retirement policies; and |
| such other powers and functions as may be assigned to it by the Board of Directors from time to time. |
In addition, the Committee has sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firms fees and other retention terms. The Committee may also, at its sole discretion, engage legal counsel or other advisers as it deems necessary to carry out its functions.
IV. ADMINISTRATIVE
The Committee shall meet either in person or telephonically at least twice per year at a time and place determined by the Chairman of the Committee, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed appropriate or desirable by the Committee. Members of senior management or others may attend meetings of the Committee at the invitation of the Chairman of the Committee and shall provide pertinent information as necessary. The Chairman of the Committee shall set the agenda of each meeting and arrange for the distribution of the agenda, together with supporting material, to the Committee members prior to each meeting. The Chairman of the Committee will also cause minutes of each meeting to be prepared and circulated to the Committee members. A majority of the members of the Committee shall constitute a quorum for all purposes.
The Committee shall report regularly to the Board as to its activities.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
THE NAVIGATORS GROUP, INC. |
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ELECTION OF DIRECTORS |
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1. Election of Directors: |
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Nominees (1) Peter A. Cheney, (2) Terence N. Deeks, (3) Robert W. Eager, Jr., (4) Stanley A. Galanski, (5) Leandro S. Galban, Jr., (6) John F. Kirby, (7) Marc M. Tract and (8) Robert F. Wright |
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The Board of Directors Recommends a Vote FOR PROPOSAL 1. |
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VOTE ON PROPOSAL |
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Ratification of the appointment of KPMG LLP as the Companys independent auditors for 2004. |
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The Board of Directors Recommends a Vote FOR PROPOSAL 2. |
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IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR PROPOSAL 2. |
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Please sign this Proxy Form which is solicited on behalf of the Board of Directors, and return it promptly in the enclosed postage prepaid envelope. |
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Please sign exactly as name appears hereon. |
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HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household |
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Signature [PLEASE SIGN WITHIN BOX] |
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Signature (Joint Owners) |
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THE NAVIGATORS GROUP, INC. |
One Penn Plaza |
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Stanley A. Galanski and Bradley D. Wiley, or any one of them, with power of substitution, are hereby authorized as proxies to represent and to vote the shares of the undersigned at the Annual Meeting of Stockholders of The Navigators Group, Inc. to be held at 10:00 a.m., Thursday, May 27, 2004, at the Doral Arrowwood, 975 Anderson Hill Road, Rye Brook, New York 10573, and at any adjournment thereof. The proxies are to vote the shares of the undersigned as instructed on the reverse side and in accordance with their judgment on all other matters which may properly come before the Annual Meeting. |
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