Argo Comments on Glass Lewis Report
Argo Recommends Shareholders Vote the WHITE Proxy Card in Support of Argo’s Highly Qualified Slate of Directors
Institutional Shareholder Services (ISS) Previously Recommended Shareholders Vote the WHITE Proxy Card in Support of All of Argo’s Directors
HAMILTON, Bermuda – May 15, 2019 – Argo Group International Holdings, Ltd. (NYSE: ARGO), an international underwriter of specialty insurance and reinsurance products in the property and casualty market, today made the following statement in response to a report issued by Glass Lewis & Co. (“Glass Lewis”) regarding the election of directors to Argo’s Board of Directors at the Company’s upcoming annual meeting on May 24, 2019.
“We are pleased that both Glass Lewis and ISS recognize the strong results we have delivered for shareholders, our continued strong operational performance and the merits of our Board refreshment process. We particularly value the support of ISS, which recognizes the strength of our Board’s nominees and our commitment to strong corporate governance practices.”
“We believe that Glass Lewis has failed to acknowledge the important contributions that Gary Woods and Sedgwick Browne continue to make as strong and engaged directors. Mr. Woods’ leadership as independent Chairman has been instrumental to guiding our long-term strategy and our expense management, all of which has led to our track-record of outperformance. Additionally, the Board’s vigorous oversight of management has been significantly enhanced by Mr. Browne’s robust experience in the global insurance and reinsurance industries, as well as hisin-depth knowledge of the Company’s business lines and operations. Mr. Browne’s profound expertise in financial reporting and the insurance regulatory framework make him a leading and trusted independent voice on the Risk & Capital Committee where he serves as Chair, the Audit Committee and in all matters related to regulatory compliance. Furthermore, both Messrs. Woods and Brown have been instrumental in executing the Board’s ongoing, orderly process for Board refreshment, which has integrated experienced directors with the fresh perspectives of our newer directors and has played a crucial role in the strong performance of our business. We believe that any unnecessary and imprudent changes to this thoughtfully planned refreshment program increases the danger that our growth trajectory will take a wrong turn.”
While the Company disagrees with Glass Lewis’ conclusion, important points were made in its report, including1:
Strong Shareholder Returns
“…depending on the peer group selected for comparison, Argo has either delivered TSR performance that isin-line with peers or, alternatively, considerably outperformed relative to peers over the last three and five years. The Company also, indisputably, delivered favorableone-year TSR performance along with strong fundamental operating performance and share price appreciation coming out of the first quarter of 2019.”
Robust Operational Results
“Argo has also consistently delivered a favorable loss ratio relative to its peers, has articulated a strategy to manage expenses that appeared to gain traction in 2018, and delivered a favorable combined ratio relative to peers in 2018, in our view.”
Commitment to Board Refreshment
“…the Company appears to generally have reasonable corporate governance practices, including a skilled and newly expanded and refreshed board and reasonable executive compensation practices.”
The Company notes that Institutional Shareholder Services (“ISS”), a leading proxy advisory firm, has recommended shareholders of Argo Group vote the WHITE proxy card in support of all of Argo’s directors.
| 1 | Permission to quote from report was neither sought nor obtained. |
