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Section 1: DEFA14A (DEFA14A)

DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant  x                             Filed by a party other than the registrant  ¨

Check the appropriate box:

 

¨  

Preliminary proxy statement

 

¨  

Confidential, for use of the Commission only (as permitted by Rule 14a-6(e) (2))

 

¨ Definitive proxy statement.

 

x Definitive additional materials.

 

¨  

Soliciting material pursuant to Section 240.14a-12

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

 

x No fee required.

 

¨  

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11/

 

  1. Title of each class of securities to which transaction applies:

      

 

  2. Aggregate number of securities to which transaction applies:

 

      

 

  3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

      

 

  4. Proposed maximum aggregate value of transaction:

 

      

 

  5. Total fee paid:

      

 

 

¨  

Fee paid previously with preliminary materials.

 

¨  

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

  1. Amount Previously Paid:

 

      

 

  2. Form, Schedule or Registration Statement No.:

 

      

 

  3. Filing Party:

 

      

 

  4. Date Filed:

 

      

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 03, 2016

 

       
      Meeting Information    
  ARGO GROUP INTERNATIONAL HOLDINGS, LTD.    

 

Meeting Type: Annual Meeting

   
     

 

For holders as of: March 04, 2016

   
     

 

Date: May 03, 2016            Time: 10:00 AM LST

   
     

 

Location:

 

 

110 Pitts Bay Rd.

   
        Pembroke HM08 Bermuda    
           
           
               
         
 

 

    ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

    ATTN: MARTIN RUSSELL

    110 PITTS BAY ROAD

    PEMBROKE HM08 BERMUDA

 

 

You are receiving this communication because you hold shares in the above named company.

 

 
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

 
   

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 
     

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 
         
         
         


    

— Before You Vote —

How to Access the Proxy Materials

 

 
    

 

Proxy Materials Available to VIEW or RECEIVE:

 
    

 

1. Notice & Proxy Statement        2. Form 10-K

 
    

 

How to View Online:

 
         

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 
    

 

How to Request and Receive a PAPER or E-MAIL Copy:

 
    

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

 
    

1) BY INTERNET:

      www.proxyvote.com    
    

2) BY TELEPHONE:

 

    1-800-579-1639

   
    

3) BY E-MAIL*:

 

    [email protected]

   
    

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 
    

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 19, 2016 to facilitate timely delivery.

 

 
          

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— How To Vote —

Please Choose One of the Following Voting Methods

 

 
        
     Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.      
    

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.

 
    

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 
          


   Voting items      

 

The Board of Directors recommends you vote FOR the following:

1.

  

Election of Directors

   Nominees

1a

  

F. Sedgwick Browne

1b

  

Kathleen A. Nealon

1c

  

John H. Tonelli

The Board of Directors recommends you vote FOR proposals 2 and 3.

2

   To vote on a proposal to approve, on an advisory, non-binding basis, the compensation of our Named Executive Officers.

3

   To consider and approve the recommendation of the Audit Committee of our Board of Directors that Ernst & Young LLP be appointed as our independent auditors for the fiscal year ending December 31, 2016 and to refer the determination of its remuneration to the Audit Committee of our Board of Directors.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

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