Five Members To Retire From Argo Board

December 12, 2019 | 0 Comments

The Board of Directors of Argo Group International Holdings provided shareholders with an update on its “Board refreshment process,” with the company confirming that five board members will retire.

The company said, “As announced in August 2019, the Board has been conducting a proactive refreshment process. In connection therewith, five members of the Board have announced that they will retire as of the Company’s 2020 Annual General Meeting of Shareholders [AGM].

“The Board has engaged a leading national executive search firm to identify highly-qualified director candidates. The Company welcomes input from shareholders in the director search process.

“The members who will retire from the Board are the following:

  • Gary V. Woods, Chairman
  • Sedgwick Browne, Risk & Capital Committee Chair
  • Hector De Leon, Member of Audit and Human Resources Committees
  • Mural R. Josephson, Audit Committee Chair
  • John R. Power, Jr., Human Resources Committee Chair

“The Company will also move forward the date of its 2020 AGM to as early as March 2020 [as opposed to the usual May timeframe]. As previously disclosed, the Board intends to present proposals at the 2020 AGM to declassify the Board and reduce the maximum size of the Board from 13 to 11 director seats. The Board will also present to shareholders its revised executive compensation program. Argo will announce the specific date for the 2020 AGM in due course.

Update on Consent Solicitation

“On December 6, 2019, Voce Capital Management LLC [Voce], filed with the U.S. Securities and Exchange Commission [SEC] a definitive consent statement to solicit consents to convene a special general meeting of Argo shareholders to remove five members of the Board and elect five new directors.

“The Board has concluded that such a special general meeting is unnecessary given its ongoing corporate governance review and Board refreshment process which has resulted in the aforementioned changes. With the retirement of five members of the Board and an accelerated timeline for the 2020 AGM, the Board does not believe it is constructive to call a special general meeting that would be convened a few weeks before the 2020 AGM and entail unnecessary costs and distraction.

“Accordingly, Argo has filed today a definitive consent revocation statement with the SEC. The Board urges shareholders to sign and return Argo’s WHITE consent revocation card and disregard any blue consent cards received from Voce.”

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