Argo Group International Holdings, Ltd. has reported that its nominations for members of its Board of Directors where “overwhelmingly” voted in favour of by shareholders at its annual general meeting (AGM) this week.
The win followed the withdrawal of two board nominations by activist investor Capital Returns Master just days before the December 15th vote.
Argo and Capital Returns had been in a protracted struggle to win the support of shareholders for months, with the latter having sought to install its own picks for two board positions in order to rectify what it has described as “years of underperformance and poor decision-making” at Argo.
But a recent development may have taken the wind out of the investor’s sails, as ISS and Glass Lewis – the two largest global proxy advisory firms – both decided to publicly endorse the candidates put forward by Argo, rather than Capital Returns.
Following the AGM, elected Argo board members now includet Thomas Bradley, Dymphna Lehane, Samuel Liss, Carol McFate, and J. Daniel Plants, as well as Bernard Bailey and Al-Noor Ramji whose positions Capital Returns had been seeking to supplant.
Argo claims to have conducted a formal interview process for the candidates nominated by Capital Returns – Ron Bobman and Dave Michelson – but concluded by telling shareholders they would “not be additive to your Board’s collective skillset and would diminish the level of expertise and diversity on your Board.”
However, the company does accept some of the criticisms levelled at its recent financial performance, and is in the process of implementing a strategic review to evaluate options for its future, including a potential sale, with Argo claiming to have already reached out to 80 parties, with assistance from its financial advisor, Goldman Sachs.
Actions taken over the past two years also include significant divestitures to exit international businesses and to focus on its most profitable business lines, and two major risk transfer transactions with Enstar and Westfield.
