Argo Group shareholder, Voce Capital Management, has today launched a process to call a Special Meeting of Argo Shareholders, saying that shareholders in the company must have input to critical leadership, governance, and strategic decisions which will have lasting impacts.
Earlier in November, Voce described the specialty re/insurer’s board as having been “asleep at the switch for decades” and urged for immediate changes at the firm following the departure of CEO Mark Watson.
His retirement followed news that the re/insurer had been subpoenaed by The US Securities and Exchange Commission over compensation practices for its executives.
Prior to this, Argo had been locked in an ongoing, messy back-and-forth with Voce over issues including executive compensation practices, and the independence of its board of directors.
Now, in a statement released earlier today, Voce has announced the filing of a Preliminary Consent Statement in connection with the solicitation of consents to call a special meeting of shareholders of re/insurer Argo.
Voce highlights the ‘retirement’ of Watson, warning that in spite of this, the Board awarded him a lucrative package of cash severance, accelerated stock vesting benefits.
Furthermore, Watson was replaced internally without the Board considering even a single external candidate for the role, something Voce strongly disagrees with.
“There are crucial leadership, governance and strategic choices which are being made in real time and will have lasting and potentially irreversible effects once rendered. This is why we insisted, in our October 14 press release following news of the SEC investigation and our November 6 press release upon the replacement of the CEO, that shareholder voices must be heard in Argo’s boardroom. Yet the Board has refused every overture that we have made to appoint Directors nominated by shareholders. These issues are critical and urgent, and time is of the essence. Argo’s shareholders cannot wait any longer,” says Voce in a statement.
As a result, Voce has now launched the process to call a Special Meeting so that Argo shareholders may consider proposals to replace five incumbent Directors with five highly-qualified, fully-independent Directors.
Voce states that once it has filed the process, it will be looking for shareholders to consent to the calling of a Special Meeting, which is permitted by Argo’s Bye-laws and that will require the concurrence of holders of at least 10% of the firm’s common stock.
“Consents at this stage will not determine if any Argo Directors are removed or replaced, only whether a shareholder meeting to consider and vote on such proposals will occur.
“We look forward to engaging with our fellow shareholders as this process moves forward to address the many challenges facing Argo,” says Voce.