8-K

Dated: December 9, 2019

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

/s/ Jay S. Bullock

Jay S. Bullock

Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 9, 2019

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.)

110 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 of $1.00 per share	ARGO	New York Stock Exchange
Guarantee of Argo Group U.S., Inc. 6.500% Senior Notes due 2042	ARGD	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01.

Other Events

On December 2, 2019, Voce Catalyst Partners LP (“Voce”) sent a letter to Argo Group International Holdings, Ltd. (the “Company”) requesting that the Company set a record date and inform Voce of such record date no later than December 12, 2019. On, December 6, 2019, Voce filed a definitive consent statement relating to its pending solicitation of consents from shareholders of the Company to requisition a special general meeting of shareholders. On December 9, 2019, the Board of Directors of the Company set as the record date for such consent solicitation January 8, 2020, being the earliest possible date in compliance with Rule 14a-13 under the Securities Exchange Act of 1934. Also on December 9, 2019, the Company’s counsel sent a letter to Voce’s counsel informing them of the Board’s determination. A copy of the letter from the Company’s counsel to Voce’s counsel, dated December 9, 2019, is attached hereto as Exhibit 99.1 and incorporated herein by reference in its entirety.

Item 9.01.

Financial Statements And Exhibits

(d) Exhibits:



	99.1			Letter, dated December 9, 2019, to counsel for Voce Catalyst Partners LP.

	104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.