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Section 1: 8-K (FORM 8-K)

Form 8-K





Washington, DC 20549






Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 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.)
Argo House
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))




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

(d) On February 21, 2017, the Board of Directors of Argo Group International Holdings, Ltd. (the “Company”) appointed Dee Lehane and Al-Noor Ramji as members of the Company’s Board of Directors. It is not yet known to which committee(s) of the Board of Directors Ms. Lehane and Mr. Ramji will be appointed.

A copy of the press release announcing the appointments of Ms. Lehane and Mr. Ramji to the Company’s Board of Directors is furnished herewith as Exhibit 99.1.

(e) Ms. Lehane and Mr. Ramji will be eligible to participate in the same compensation plans and to receive the same fees for their services as directors of the Company as our other directors. They will also be subject to the Company’s stock ownership guidelines for non-employee directors. The fees payable to our directors, including Ms. Lehane and Mr. Ramji, have been disclosed and may be found under the heading “Non-Employee Director Compensation” in the Company’s Schedule 14A filed with the Securities and Exchange Commission on March 11, 2016 (the “2016 Proxy Statement”).

Item 9.01. Financial Statements and Exhibits


(d) Exhibits


99.1    Press Release issued by Argo Group International Holdings, Ltd. dated February 27, 2017


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.


Dated: February 27, 2017     By:  

/s/ Jay S. Bullock

      Name:   Jay S. Bullock
      Title:   Executive Vice President and Chief Financial Officer
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Section 2: EX-99.1 (EX-99.1)


Exhibit 99.1



Press Release

Argo Group announces additions to board of directors

HAMILTON, Bermuda February 27, 2017 – Argo Group International Holdings, Ltd. (NASDAQ: AGII), an international underwriter of specialty insurance and reinsurance products, today announced the appointment of Dee Lehane and Al-Noor Ramji to its board of directors.

“It is an honor to have Dee and Al-Noor join our board,” said Argo Group Chairman Gary Woods. “They are both accomplished individuals with a proven ability to lead and their expertise will help us achieve the strategic growth objectives we have established for the company.”

Dee Lehane’s international career includes significant experience dealing with strategic issues and technology-led business change at global insurance companies. She was previously Managing Partner Global Insurance Industry for Accenture, where she worked for over 20 years. She is currently the Independent Chair of the Debt Market Integrator, a Cabinet Office venture serving a number of government departments and Chairman of ORIC International, the Insurance Industry Risk Consortium. She has previously served on the boards of Aviva Life and Pensions Insurance Ireland and Aviva Health Insurance Ireland, including roles on the Audit (Chair) and Risk Committees.

Al-Noor Ramji joined Prudential in January 2016 in the newly created role of Group Chief Digital Officer and is responsible for developing and executing an integrated, long-term digital strategy for the group. Before joining Prudential, he worked at Northgate Capital, a venture firm in Silicon Valley, where he ran technology-focused funds. Prior to this, he was at Misys, a financial services group, and has previously held leading technology and innovation roles at BT Group, Qwest Communications, Dresdner Kleinwort Benson and Swiss Bank Corporation.

“We intend to make the Argo customer experience intimate, simple and digital. Dee and Al-Noor bring us the broad strategic insight we need to make that happen quickly and successfully,” said Argo Group CEO Mark E. Watson III.

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Argo Group International Holdings, Ltd. (NASDAQ: AGII) 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 four primary segments: Excess & Surplus Lines, Commercial Specialty, International Specialty and Syndicate 1200. Argo Group’s insurance subsidiaries are A. M. Best-rated ‘A’ (Excellent) (fourth highest rating out of 16 rating classifications) with a stable outlook, and Argo’s U.S. insurance subsidiaries are Standard and Poor’s-rated ‘A-’ (Strong) with a stable outlook. More information on Argo Group and its subsidiaries is available at




This press release may include forward-looking statements, both with respect to Argo Group and its industry, that reflect our current views with respect to future events and financial performance. 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, the following: 1) unpredictability and severity of catastrophic events; 2) rating agency actions; 3) adequacy of our risk management and loss limitation methods; 4) cyclicality of demand and pricing in the insurance and reinsurance markets; 5) statutory or regulatory developments including tax policy, reinsurance and other regulatory matters; 6) our ability to implement our business strategy; 7) adequacy of our loss reserves; 8) continued availability of capital and financing; 9) retention of key personnel; 10) competition; 11) potential loss of business from one or more major insurance or reinsurance brokers; 12) our ability to implement, successfully and on a timely basis, complex infrastructure, distribution capabilities, systems, procedures and internal controls, and to develop accurate actuarial data to support the business and regulatory and reporting requirements; 13) general economic and market conditions (including inflation, volatility in the credit and capital markets, interest rates and foreign currency exchange rates); 14) the integration of businesses we may acquire or new business ventures we may start; 15) the effect on our investment portfolios of changing financial market conditions, including inflation, interest rates, liquidity and other factors; 16) acts of terrorism or outbreak of war; and 17) availability of reinsurance and retrocessional coverage, as well as management’s response to any of the aforementioned factors.

For media inquires please contact:

David Snowden

Senior Vice President, Corporate Communications

[email protected]


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