Current Report Filing (8-k)
13 Februar 2023 - 10:45PM
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): February 13, 2023
ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
(Exact Name of Registrant
as Specified in its Charter)
| Bermuda |
|
001-15259 |
|
98-0214719 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
| |
|
|
|
|
|
90 Pitts Bay Road
Pembroke HM 08
Bermuda |
|
|
|
P.O. Box HM 1282
Hamilton HM FX
Bermuda |
(Address, Including Zip Code,
of Principal
Executive Offices) |
|
|
|
(Mailing Address) |
Registrant’s
telephone number, including area code: (441) 296-5858
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common
Stock, par value $1.00 per share |
|
ARGO |
|
New York Stock Exchange |
| 6.500% Senior Notes due 2042 issued by Argo Group U.S., Inc. and the Guarantee with respect thereto |
|
ARGD |
|
New York Stock Exchange |
| Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00% Resettable Fixed Rate Preference Share, Series A, Par Value $1.00 Per Share |
|
ARGOPrA |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2023, J. Daniel Plants notified
Argo Group International Holdings, Ltd. (the “Company”) of his intention to
step down as a member of the Board of Directors and the Human Resources and Strategic Review Committees of the Board of Directors, effective
immediately. Mr. Plants’ decision is not due to any disagreement with the Company or the Board of Directors on any matter relating
to the Company’s operations, policies or practices. In light of Mr. Plants’ decision to resign from the Board of Directors, the Board of Directors intends to reduce its size from seven directors
to six directors.
Item 8.01. Other Events.
On February 13, 2023, the Company issued a press
release announcing Mr. Plants’ resignation from the Board of Directors. A copy of the press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ARGO GROUP INTERNATIONAL HOLDINGS, LTD. |
| |
|
| Date: February 13, 2023 |
By: |
/s/ Scott Kirk |
| |
|
Name: Scott Kirk |
| |
|
Title: Chief Financial Officer |
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