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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/20/20 Argo Group Int’l Holdings, Ltd. 8-K:5,9 4/16/20 12:527K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 48K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 212K 8: R1 Document and Entity Information HTML 55K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- d918434d8k_htm XML 19K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.DEF XBRL Definitions -- argo-20200416_def XML 42K 5: EX-101.LAB XBRL Labels -- argo-20200416_lab XML 70K 6: EX-101.PRE XBRL Presentations -- argo-20200416_pre XML 44K 3: EX-101.SCH XBRL Schema -- argo-20200416 XSD 15K 11: JSON XBRL Instance as JSON Data -- MetaLinks 14± 22K 12: ZIP XBRL Zipped Folder -- 0001193125-20-112199-xbrl Zip 55K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i April 16, 2020
i Argo Group International Holdings, Ltd.
(Exact Name of Registrant as Specified in Charter)
| i Bermuda |
i 98-0214719 | |||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| i i 110 Pitts Bay Road / i Pembroke i HM 08 Bermuda |
P.O. Box HM 1282 Hamilton HM FX Bermuda | |
| (Address, Including Zip Code, of Principal Executive Offices) |
(Mailing Address) |
Registrant’s telephone number, including area code: i (441) i 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:
| i ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| i Common Stock, par value of $1.00 per share |
i ARGO |
i New York Stock Exchange | ||
| i Guarantee of Argo Group U.S., Inc. 6.500% Senior Notes due 2042 |
i ARGD |
i New York Stock Exchange |
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 i ☐
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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On April 16, 2020, at the Annual General Meeting of Shareholders (the “Annual General Meeting”) of Argo Group International Holdings, Ltd. (the “Company”), the Company’s shareholders approved amendments to the Company’s Amended and Restated Bye-Laws (the “Bye-Laws”) to (i) immediately declassify the Board of Directors, (ii) provide a range in the size of the Board of Directors of 3 to 11 directors, with the exact number to be determined by the Board of Directors, and (iii) modify certain provisions relating to the voting of equity securities of Company subsidiaries. Each of these amendments are further described in the Company’s definitive proxy statement dated March 16, 2020, as filed with the U.S. Securities and Exchange Commission (the “Proxy Statement”). The Bye-Laws, as amended, are attached hereto as Exhibit 3.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual General Meeting, the Company’s shareholders considered six proposals set forth below, each of which is described in more detail in the Proxy Statement. Each director nominee was elected and every proposal was approved by the Company’s shareholders. The number of votes cast for and against each matter, as well as the number of abstentions and broker non-votes, were as follows:
|
|
For |
Against |
Abstentions |
Broker |
||||||||||||||
| Proposal 1 |
Approval of an amendment to the Bye-Laws to declassify the Board of Directors |
30,725,745 |
55,069 |
135,059 |
1,747,377 |
|||||||||||||
| Proposal 2 |
Election of directors for an annual term until the next annual general meeting: |
|||||||||||||||||
| Bernard C. Bailey |
29,431,956 |
1,348,433 |
135,484 |
1,747,377 |
||||||||||||||
| Thomas A. Bradley |
29,157,208 |
1,623,117 |
135,548 |
1,747,377 |
||||||||||||||
| Fred R. Donner |
30,099,294 |
679,737 |
136,842 |
1,747,377 |
||||||||||||||
| Anthony P. Latham |
29,784,904 |
996,289 |
134,680 |
1,747,377 |
||||||||||||||
| Dymphna A. Lehane |
29,792,555 |
990,879 |
132,439 |
1,747,377 |
||||||||||||||
| Samuel G. Liss |
28,809,120 |
1,948,513 |
158,240 |
1,747,377 |
||||||||||||||
| Carol A. McFate |
30,038,488 |
748,376 |
129,009 |
1,747,377 |
||||||||||||||
| Kathleen A. Nealon |
30,301,471 |
487,118 |
127,284 |
1,747,377 |
||||||||||||||
| Al-Noor Ramji |
30,278,995 |
499,054 |
137,824 |
1,747,377 |
||||||||||||||
| Kevin J. Rehnberg |
30,072,270 |
710,332 |
133,271 |
1,747,377 |
||||||||||||||
| John H. Tonelli |
30,661,425 |
118,363 |
136,085 |
1,747,377 |
||||||||||||||
| Proposal 3 |
Approval, on an advisory, non-binding basis, of our executive compensation |
17,791,855 |
12,984,416 |
139,602 |
1,747,377 |
|||||||||||||
| Proposal 4 |
Approval of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2020 and to refer the determination of its remuneration to the Audit Committee of our Board of Directors |
31,589,882 |
928,957 |
144,411 |
— |
|||||||||||||
| Proposal 5 |
Approval of an amendment to the Bye-Laws to provide a range in the size of the Board of Directors of 3 to 11 directors, with the exact number to be determined by the Board of Directors |
32,316,539 |
121,572 |
225,139 |
— |
|||||||||||||
| Proposal 6 |
Approval of an amendment to the Bye-Laws to modify certain provisions relating to the voting of equity securities of Company subsidiaries |
30,080,968 |
680,047 |
154,858 |
1,747,377 |
|||||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| No. |
Exhibit | |||
| 3.1 |
Amended and Restated Bye-Laws of Argo Group International Holdings, Ltd. | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURE
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: April 20, 2020 |
ARGO GROUP INTERNATIONAL HOLDINGS, LTD. | |||||
| By: |
/s/ Jay S. Bullock | |||||
| Name: |
||||||
| Title: |
Executive Vice President and Chief Financial Officer | |||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/20 | ||||
| Filed on: | 4/20/20 | 3, 4 | ||
| For Period end: | 4/16/20 | 3, 4, DEF 14A, PRE 14A | ||
| 3/16/20 | 4, DEF 14A | |||
| List all Filings | ||||
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