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 ☒
Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials. |
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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. |
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Argo House
110 Pitts Bay Road
Pembroke HM 08, Bermuda
ADDITIONAL INFORMATION REGARDING THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 16, 2020
The following Notice of Change of Location and Time relates to the proxy statement of Argo Group International Holdings, Ltd. (the “company”), dated March 16, 2020, furnished to the shareholders of the company in connection with the solicitation of proxies by the Board of Directors of the company for use at the Annual General Meeting to be held on April 16, 2020. This supplement is being filed with the Securities and Exchange Commission and is being made available to the shareholders on or about March 26, 2020.
THE NOTICE SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
NOTICE OF CHANGE OF LOCATION AND TIME
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 16, 2020
To the Shareholders of Argo Group International Holdings, Ltd.:
Due to the public health impact of the coronavirus pandemic (COVID-19), on March 19, 2020, the Bermuda government announced that the LF Wade international airport and seaports in Bermuda will be closed to incoming passengers starting March 21, 2020 for a period of two weeks. Previously, the Bermuda government announced that, effective March 17, 2020, all persons arriving into Bermuda will be required to self-quarantine for a period of 14 days. In light of these developments, Argo Group International Holdings, Ltd. (the “company”) will not hold its 2020 Annual General Meeting in Bermuda and will instead be holding its Annual General Meeting in a virtual format only.
NOTICE IS HEREBY GIVEN that the location and time of the 2020 Annual General Meeting has been changed. The Annual General Meeting will be held on Thursday, April 16, 2020 at 11 a.m. local Bermuda time (10 a.m. EDT) in a virtual meeting format only at www.virtualshareholdermeeting.com/ARGO2020. There is no in-person meeting for you to attend.
As described in the proxy materials for the Annual General Meeting previously distributed, you are entitled to participate in the Annual General Meeting if you were a shareholder as of the close of business on March 2, 2020, the record date.
You will be able to attend the Annual General Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ARGO2020. Such questions must be confined to matters properly before the Annual General Meeting and of general company concern. You will also be able to vote your shares electronically at the Annual General Meeting. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials.
The meeting will begin promptly at 11 a.m. local Bermuda time (10 a.m. EDT). We encourage you to access the meeting prior to the start time. Online access will open at 10:45 a.m. local Bermuda time (9:45 a.m. EDT), and you should allow ample time to log in to the meeting webcast and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance.
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page www.virtualshareholdermeeting.com/ARGO2020.
Please note that under our Amended and Restated Bye-Laws, all proxies must be received 48 hours prior to the time of the commencement of the Annual General Meeting. Accordingly, in connection with the change in time of the Annual General Meeting, the deadline for the return of proxies has also changed. Your proxy must be received by 11 a.m. local Bermuda time (10 a.m. EDT) on April 14, 2020. As noted above, you may also vote your shares electronically at the Annual General Meeting.
Whether or not you plan to attend the Annual General Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual General Meeting. The proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and time and may continue to be used to vote your shares in connection with the Annual General Meeting.
By Order of the Board of Directors
Craig S. Comeaux
Secretary
March 26, 2020
The Annual General Meeting on April 16, 2020 at 11 a.m. local Bermuda time (10 a.m. EDT) will be accessible at www.virtualshareholdermeeting.com/ARGO2020. The company has posted copies of its Annual Report on Form 10-K for the fiscal year 2019 and proxy materials for the Annual General Meeting on its website at www.argolimited.com. A paper copy of our Annual Report on Form 10-K for the fiscal year 2019, excluding exhibits, may be obtained by shareholders without charge by request to Investor Relations, 110 Pitts Bay Road Pembroke, HM 08, Bermuda or by calling 441-296-5858.
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Argo Group Announces that 2020 Annual General Meeting Will be Held in Virtual Format
HAMILTON, Bermuda (March 26, 2020) - Argo Group International Holdings, Ltd. (NYSE: ARGO) (“Argo” or the “company”) today announced that, due to the public health impact of the coronavirus pandemic (COVID-19), the company will not hold its 2020 Annual General Meeting in person and will instead be holding it in a virtual format only.
The Annual General Meeting will be held on Thursday, April 16, 2020 in a virtual meeting format only at www.virtualshareholdermeeting.com/ARGO2020. In addition, the time of the Annual General Meeting has been adjusted to begin at 11 a.m., local Bermuda time (10 a.m. EDT). As described in the proxy materials for the Annual General Meeting previously distributed, shareholders as of the close of business on March 2, 2020, the record date, are entitled to participate in the Annual General Meeting. To participate, shareholders will need the 16-digit control number included in the proxy materials delivered to such shareholder.
A notice regarding the change of location and time of the Annual General Meeting (the “Notice”) is being filed with the Securities and Exchange Commission together with this press release. Additional information regarding the Annual General Meeting, shareholder participation and voting is provided in the Notice.
ABOUT ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
Argo Group International Holdings, Ltd. (NYSE: ARGO), is an 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 two primary segments: U.S. Operations and International Operations. Argo Group’s insurance subsidiaries are A.M. Best-rated “A-” (Excellent), and Argo Group’s U.S. insurance subsidiaries are Standard and Poor’s-rated “A-” (Strong). More information on Argo Group and its subsidiaries is available at www.argolimited.com.
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Contact: |
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Brett Shirreffs |
David Snowden |
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Head of Investor Relations |
Senior Vice President, Group Communications |
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212.607.8830 |
210.321.2104 |
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brett.shirreffs@argogroupus.com |
david.snowden@argogroupus.com |
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