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8-K

Selective Insurance Group Inc (SIGI)

8-K 2022-05-06 For: 2022-05-03
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Added on April 12, 2026

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 3, 2022
SELECTIVE INSURANCE GROUP, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 001-33067 22-2168890
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(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 (s) Name of each exchange on which registered
Common Stock, par value $2 per share SIGI The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 4.60% Non-Cumulative Preferred Stock, Series B, without par value SIGIP The Nasdaq Stock Market LLC

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 May 3, 2022. 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 29, 2022 (the “Proxy Statement”).

1.    The Company’s stockholders elected each of the sixteen director nominees to serve on the Board of Directors for a term of one year, as follows:

Director For Against Abstain Broker Non-Votes
Ainar D. Aijala, Jr. 51,285,637 270,397 66,634 3,434,367
Lisa Rojas Bacus 49,824,461 1,729,181 69,026 3,434,367
John C. Burville 50,822,024 734,457 66,187 3,434,367
Terrence W. Cavanaugh 51,262,919 294,187 65,562 3,434,367
Wole C. Coaxum 49,936,995 1,617,666 68,007 3,434,367
Robert Kelly Doherty 51,196,358 360,343 65,967 3,434,367
John J. Marchioni 50,336,911 1,233,958 51,799 3,434,367
Thomas A. McCarthy 51,338,009 217,898 66,761 3,434,367
Stephen C. Mills 51,303,974 251,103 67,591 3,434,367
H. Elizabeth Mitchell 49,890,492 1,664,986 67,190 3,434,367
Michael J. Morrissey 49,636,067 1,920,008 66,593 3,434,367
Cynthia S. Nicholson 48,621,949 2,935,144 65,575 3,434,367
William M. Rue 50,746,671 825,972 50,025 3,434,367
John S. Scheid 51,323,048 234,051 65,569 3,434,367
J. Brian Thebault 48,045,034 3,441,728 135,906 3,434,367
Philip H. Urban 49,964,059 1,590,160 68,449 3,434,367

2.    The Company’s stockholders voted to approve, on an advisory, non-binding basis, the 2021 compensation of the named executive officers as disclosed in the Proxy Statement, as follows:

For Against Abstain Broker Non-Votes
50,982,433 428,309 211,926 3,434,367

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, 2022, as follows:

For Against Abstain Broker Non-Votes
53,893,479 1,097,575 65,981 0

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 6, 2022 By: /s/ Michael H. Lanza
Michael H. Lanza
Executive Vice President and General Counsel