0001091748 false 0001091748 2022-10-24 2022-10-24 0001091748 us-gaap:CommonStockMember 2022-10-24 2022-10-24 0001091748 argo:Sec6.500SeniorNotesDue2042IssuedByArgoGroupU.s.Inc.AndGuaranteeWithRespectTheretoMember 2022-10-24 2022-10-24 0001091748 argo:DepositarySharesEachRepresenting11000thInterestIn7.00ResettableFixedRatePreferenceShareSeriesParValue1.00PerShareMember 2022-10-24 2022-10-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 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): October 24, 2022

 

 

 

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Bermuda   001-15259   98-0214719
(State or Other Jurisdiction of
Incorporation)
  (Commission File Number)   (I.R.S. Employer Identification No.)
         

90 Pitts Bay Road

Pembroke 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: (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)

x 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Common Stock, par value $1.00 per share   ARGO   New York Stock Exchange
6.500% Senior Notes due 2042 issued by Argo Group U.S., Inc. and the Guarantee with respect thereto   ARGD   New York Stock Exchange
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00% Resettable Fixed Rate Preference Share, Series A, Par Value $1.00 Per Share   ARGOPrA   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

 

 

 

 

 

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

 

On October 24, 2022, Fred R. Donner, a member of the Board of Directors (the “Board”) of Argo Group International Holdings, Ltd. (the “Company”), notified the Company that he does not intend to stand for re-election to the Board at the completion of his term ending at the 2022 Annual General Meeting of Shareholders (the “Annual General Meeting”) in light of his other professional and personal commitments. Mr. Donner’s decision is not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.

 

In light of Mr. Donner’s notification to the Company, the Board has reduced the size of the Board to seven directors, effective immediately upon the commencement of the Annual General Meeting.

 

 

 

 

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.

 

  ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
Date: October 26, 2022    
  By: /s/ Scott Kirk 
    Name: Scott Kirk
    Title: Chief Financial Officer