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Section 1: 8-K/A (AMENDMENT NO. 1 TO FORM 8-K)

Amendment No. 1 to Form 8-K





Washington, DC 20549




(Amendment No. 1)



Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2017



Argo Group International Holdings, Ltd.

(Exact name of registrant as specified in its charter)




Bermuda   1-15259   98-0214719
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


110 Pitts Bay Road
Pembroke HM 08
  P.O. Box HM 1282
Hamilton HM FX
(Address, Including Zip Code,
of Principal Executive Offices)
  (Mailing Address)

Registrant’s telephone number, including area code: (441) 296-5858

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☐




Explanatory Note

This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed on February 27, 2017 (the “Original Filing”) by Argo Group International Holdings, Ltd. (the “Company”). The Original Filing reported, among other items, the appointments of Dee Lehane and Al-Noor Ramji to the Company’s Board of Directors (the “Board”). At the time of the Original Filing, the Board had not made any determinations regarding committee assignments for Ms. Lehane and Mr. Ramji. The Company hereby amends the Original Filing to include information on the committee assignments. Other than providing the information in Item 5.02 below, no other disclosure in the Original Filing is amended by this Form 8-K/A.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On June 1, 2017, the Board determined the committee assignments for Ms. Lehane and Mr. Ramji. Effective as of June 1, 2017, Ms. Lehane was appointed to the Risk & Capital Committee of the Board, and Mr. Ramji was appointed to the Investment Committee of the Board.


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.



/s/ Jay S. Bullock

Dated: June 2, 2017       Name:   Jay S. Bullock
      Title:   Executive Vice President and Chief Financial Officer
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