UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-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): August 5, 2018
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
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
(d) On August 5, 2018, the Board of Directors of Argo Group International Holdings, Ltd. (the “Company”) appointed Thomas A. Bradley as a member of the Company’s Board of Directors. Mr. Bradley was also appointed to the Company’s Audit Committee at such time.
Mr. Bradley will be eligible to participate in the same compensation plans and to receive the same fees for his services as a director of the Company as our other directors. He will also be subject to the Company’s stock ownership guidelines fornon-employee directors. The fees payable to our directors, including Mr. Bradley, 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 21, 2018 (the “2018 Proxy Statement”).
A copy of the press release announcing the appointment of Mr. Bradley to the Company’s Board of Directors is furnished herewith as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release issued by Argo Group International Holdings, Ltd. dated August 6, 2018 | |
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. | ||||||
| By: | /s/ Jay S. Bullock | |||||
| Dated: August 6, 2018 | Name: | Jay S. Bullock | ||||
| Title: | Executive Vice President and Chief Financial Officer | |||||