UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DI VISION OF
CORPORATI ON FI NANCE
May 14,
2019
Craig S. Comeaux
Secretary
Argo Group International Holdings, Ltd.
110 Pitts Bay Road
Pembroke HM 08, Bermuda
Re: Argo Group International Holdings, Ltd.
DEFA14A preliminary proxy statement filing made on Schedule
14A
Filed on May 2, 2019 by Argo Group International Holdings,
Ltd.
File No. 001-15259
Dear Mr. Comeaux,
We have reviewed the above-captioned filing, and have the following
comment. Our
comment may ask for additional information so that we may better understand
the disclosure.
Please respond to this letter by amending the filing and/or by
providing the requested
information. If you do not believe our comment applies to your facts and
circumstances, and/or do
not believe an amendment is appropriate, please tell us why in a written
response.
After reviewing any amendment to the filing and any information provided
in response to this
comment, we may have additional comments.
DEFA14A filed under cover of Schedule 14A
1. Rule 14a-9 prohibits making any statement that is false or misleading, or
that omits to state
any material fact necessary in order to make the statements made, in light
of the context in
which they are made, not misleading. Note b. of Rule 14a-9, in application
and effect,
further requires statements made in connection with a proxy solicitation
to have a factual
foundation. Characterization of a statement that "directly or indirectly
impugns character,
integrity or personal reputation" as an opinion or belief does not obviate
the need for a
factual foundation to exist. Please provide us with the factual foundation
upon which the
participants relied to support for the following statements:
"Voce is attempting to disrupt an effective board refreshment
process that is
deliberate..." (pages 7 and 41).
"Voce has.... [not] shown any credible ideas to promote long-term
shareholder value"
given the 125-page presentation filed April 30, 2019 on Schedule 14A
(pages 7 and 41).
Craig S. Comeaux
Argo Group International Holdings, Ltd.
May 14, 2019
Page 2
"Voce abruptly cancelled [its meeting] in concert with release of
[its] public letters
announcing a proxy fight" (page 42).
"Argo senior leaders met with Voce in person and [ ] conference call.
At no time did
Voce indicate any concern to us about [ ] corporate governance [or]
Board or
management team effectiveness" (page 42)."
"Voce twice rejected the Board's outreach [to interview the Voce
nominees]" (page 42).
"The Company did not use corporate aircraft to transport our CEO to
all of the
destinations described by Voce. Voce's flight log is an irrelevant red
herring" (page 45).
"While we do, on occasion, allow our executives to arrange for use of
corporate aircraft
for personal trips, they do so by paying the vendor directly and at
their own expense and
no incremental cost is incurred by the Company" given the possibility
of incremental cost
if the corporate aircraft are often used for personal flights without
adequate
reimbursement and/or if Argo owns and/or leases additional aircraft
that enables non-
business related personal travel, the absence of which would not
require Argo to maintain
and/or lease the number of corporate aircraft that it does (page 45).
We remind you that the registrant is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
You may contact me at (202) 551-3266 with any questions.
Sincerely,
/s/ Nicholas P.
Panos
Nicholas P.
Panos
Senior Special
Counsel
Office of
Mergers & Acquisitions
cc: Adam M. Givertz, Esq.