Shareholders to choose pathway as Argo-Voce arm wrestle continues

Argo Group International has attempted to seize the initiative in its long-running battle with activist shareholder Voce Capital Management by moving its 2020 Annual General Meeting of Shareholders (AGM) forward by several months.

The move might allow it to dodge a move by Voce to convene a special general meeting of Argo shareholders to remove five members of its board and elect five new directors. Argo has agreed to refresh its board but hopes to retain control of the process by accelerating the timetable of change next year.

Argo’s board revealed what it called a “proactive refreshment process” in August 2019. The main upshot of this is that five members of the board have announced that they will retire as of the company’s 2020 AGM.

A national executive search firm has been engaged to identify candidates to replace them. The board also intends to present proposals to declassify the board, reduce its maximum size of from 13 to 11 director and revise its executive compensation programme.

The AGM usually takes place in around May, but Argo wants to move the meeting to as early as March. Shareholders can now vote on whether they feel a special general meeting as called for by Voce is necessary or whether they are content waiting until the 2020 AGM.

On December 6, 2019, Voce filed with the US 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.

But Argo said such a special general meeting is unnecessary given its ongoing corporate governance review and board refreshment process. “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,” it said.

Accordingly, Argo has filed a definitive consent revocation statement with the SEC. The board said it urges shareholders to sign and return Argo’s white consent revocation card and disregard any blue consent cards received from Voce.

The members who will retire from the board are: Gary Woods, chairman; Sedgwick Browne, risk & capital committee chair; Hector De Leon, member of audit and human resources committees; Mural Josephson, audit committee chair; and John Power Jr, human resources committee chair.

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