UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): 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) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| |
Argo House
110 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) |
| ☐ | 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
| | |
| 99.1 | | Press Release issued by Argo Group International Holdings, Ltd. dated February 27, 2017 |
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. |
| | | |
| Dated: February 27, 2017 | | | | By: | | /s/ Jay S. Bullock |
| | | | | | Name: | | Jay S. Bullock |
| | | | | | Title: | | Executive Vice President and Chief Financial Officer |
