Argo makes new plea to investors; stresses board was set to shrink regardless of Voce
Amid the ongoing dispute with activist shareholder Voce Capital Management, Argo Group has made another plea for investors to back its nominees ahead of its Annual Meeting of Shareholders while also clarifying that a reduction in the size of its board was a pre-planned move and not one prompted by the pressure being applied by Voce.
In a letter to its shareholders ten days before the annual meeting, which is scheduled to be held on May 24, 2019, Argo stressed that independent proxy advisory firm, Institutional Shareholder Services (ISS), has recommended that Argo shareholders vote for all five of Argo’s nominees and against all of Voce’s nominees.
It noted that ISS concluded that Voce failed to make a case for its slate of nominees, “particularly given the company's strong performance and a thoughtful [Board] refreshment process that has resulted in the addition of appropriate skill sets to the Board over the past two years.”
It added that in making its recommendation, ISS highlighted that “the company has delivered strong TSR over the short- and long-term and has demonstrated good overall governance.” ISS also noted that Argo’s Board’s “ongoing refreshment process…incorporates active, contributing, and additive Board members.”
Argo urged shareholders to vote white on the proxy card – for the Argo nominees in proposal 1 and against each of proposals 5 through 12, which are Voce’s proposals to remove and replace Argo’s highly qualified directors with Voce’s nominees.
It also again made the case for its performance in recent years. “Over the past several months, we have shared with you how our directors’ robust oversight is enhanced by your Board’s commitment to ongoing refreshment practices that ensure the Board has the right skill set to drive continuous performance improvements that we believe will deliver best-in-class shareholder returns.
“We have detailed the merits of our distinctive specialty insurance franchise, built by our management team, overseen by your Board of Directors and predicated on underwriting excellence, prudent investment management and thoughtful capital allocation. We have provided you with objective facts and reasoned analysis, not ‘flashy diatribe.’”
The company has also clarified that moves to reduce the size of its board to ten from 13 have not been prompted by the public dispute with Voce and that they were part of a natural process whereby fresh blood is brought onto the board in advance of more seasoned members retiring.
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