Company Shareholders Overwhelmingly Support Argo and its Board of
Directors
Voce’s Nominees and Proposals Lacked Shareholder Support Prior to its
Withdrawal
Argo Reaffirms its Commitment to Shareholder Engagement
HAMILTON, Bermuda–(BUSINESS WIRE)–Argo Group International Holdings, Ltd. (NYSE: ARGO) (“Argo” or the
“Company”), an international underwriter of specialty insurance and
reinsurance products in the property and casualty market, announced
today that, based on a preliminary count provided by its proxy
solicitor, shareholders have voted to elect all five of its Class III
Directors to the Argo Board.
“We appreciate the strong support from our shareholders,” said Gary
Woods, Chairman of the Board. “The Board and management value the
conversations we have had with our shareholders in recent months
regarding our strategy, governance, and plans for continuing to create
shareholder value. We deeply value their perspectives, and we plan to
maintain an active and productive dialogue with our shareholders as we
continue to integrate their feedback and execute on our strategy.”
Argo also disclosed that, prior to Voce’s announced withdrawal days
before the Company’s Annual General Meeting, Voce’s nominees and
proposals had received limited shareholder support. As of the evening of
May 20, Sedgwick Browne, Argo’s Class III Director targeted for removal
by Voce, had received support from shareholders holding over 80% of the
submitted proxies. Additionally, almost 80% of the submitted proxies had
voted against the removal of Argo’s Chairman, Gary Woods and more than
80% of the submitted proxies had voted against the removal of the other
directors targeted by Voce.
Additionally, based on preliminary votes, the non-binding advisory
resolution on executive compensation received 50.53% of the votes in
favor, with 49.47% against.
“We will work with our shareholders to fully understand the concerns
that influenced the vote regarding the compensation of our executive
officers and are committed to taking the necessary actions to address
those concerns,” said Mr. Woods. “Our Board will carefully consider
these results, as well as future shareholder input, in determining
executive compensation going forward. We thank our shareholders for
their continued feedback and support.”
Final voting tallies from this year’s annual meeting are subject to
certification by the Company’s inspector of elections and will be
included in the Company’s report to be filed with the Securities and
Exchange Commission once certified.
ABOUT ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
Argo Group International Holdings, Ltd. (NYSE: ARGO) is an international
underwriter of specialty insurance and reinsurance products in the
property and casualty market. Argo Group offers a full line of products
and services designed to meet the unique coverage and claims handling
needs of businesses in two primary segments: U.S. Operations and
International Operations. Argo Group’s insurance subsidiaries are A. M.
Best-rated ‘A’ (Excellent) (third highest rating out of 16 rating
classifications) with a stable outlook, and Argo Group’s U.S. insurance
subsidiaries are Standard and Poor’s-rated ‘A- ‘(Strong) with a positive
outlook. More information on Argo Group and its subsidiaries is
available at www.argolimited.com.
FORWARD-LOOKING STATEMENTS
This press release may include forward-looking statements that reflect
our current views with respect to future events. These statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include all
statements that do not relate solely to historical or current facts, and
can be identified by the use of words such as “expect,” “intend,”
“plan,” “believe,” “do not believe,” “aim,” “project,” “anticipate,”
“seek,” “will,” “likely,” “assume,” “estimate,” “may,” “continue,”
“guidance,” “objective,” “outlook,” “trends,” “future,” “could,”
“would,” “should,” “target,” “on track” and similar expressions of a
future or forward-looking nature. All forward-looking statements address
matters that involve risks and uncertainties, many of which are beyond
Argo Group’s control. Accordingly, there are or will be important
factors that could cause actual results to differ materially from those
indicated in such statements and, therefore, you should not place undue
reliance on any such statements. We believe that these factors include,
but are not limited to, voting results from and other matters related to
the Annual General Meeting, including compensation matters. The
foregoing factors should not be construed as exhaustive and should be
read in conjunction with the other cautionary statements that are
included herein and elsewhere, including the risk factors included in
our most recent reports on Form 10-K and Form 10-Q and other documents
of Argo Group on file with or furnished to the U.S. Securities and
Exchange Commission. Any forward-looking statements made in this press
release are qualified by these cautionary statements, and there can be
no assurance that the actual results or developments anticipated by Argo
Group will be realized or, even if substantially realized, that they
will have the expected consequences to, or effects on, Argo Group or its
business or operations. Except as required by law, Argo Group undertakes
no obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future developments
or otherwise.
Contacts
Argo Group International Holdings, Ltd.
Media:
David
Snowden, 210-321-2104
Senior Vice President, Group Communications
[email protected]
or
Investors:
Susan Spivak Bernstein, 212-607-8835
Senior
Vice President, Investor Relations
[email protected]
