-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jh6FyENPMMq7qKmlN+Jw6aPXiKHL6JopvuhMJD/b13H+qMaDw5VrdQSdJhYDGJRc KMfuMCsHcxPH6gGeq/c9Sg== 0001193125-11-045535.txt : 20110224 0001193125-11-045535.hdr.sgml : 20110224 20110224171518 ACCESSION NUMBER: 0001193125-11-045535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110218 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110224 DATE AS OF CHANGE: 20110224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Argo Group International Holdings, Ltd. CENTRAL INDEX KEY: 0001091748 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 980214719 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15259 FILM NUMBER: 11637397 BUSINESS ADDRESS: STREET 1: 110 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 BUSINESS PHONE: 4412965858 MAIL ADDRESS: STREET 1: 110 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 FORMER COMPANY: FORMER CONFORMED NAME: PXRE GROUP LTD DATE OF NAME CHANGE: 19990724 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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): February 18, 2011

 

 

Argo Group International Holdings, Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   1-15259   98-0214719

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Argo House

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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On February 18, 2011, the Board of Directors of Argo Group International Holdings, Ltd. (the “Company”) appointed Nabil N. El-Hage and Kathleen A. Nealon as members of the Company’s Board of Directors. Mr. El-Hage was selected to serve on the Company’s Investment Committee, and Ms. Nealon was selected to serve on the Company’s Audit Committee.

A copy of the press release announcing the appointments of Mr. El-Hage and Ms. Nealon to the Company’s Board of Directors is furnished herewith as Exhibit 99.1.

(e) Mr. El-Hage and Ms. Nealon will be eligible to participate in the same compensation plans and to receive the same fees for their services as our other directors. They will also be subject to the Company’s stock ownership guidelines for non-employee directors. The fees payable to our directors, including Mr. El-Hage and Ms. Nealon, have been disclosed and may be found under the heading “Non-Employee Director Fees Schedules” in the Company’s Schedule 14A filed with the Securities and Exchange Commission on March 15, 2010 (the “2010 Proxy Statement”). Directors are also entitled to participate in the Company’s Deferred Compensation Plan for Non-Employee Directors, which is further described under the heading “Argo Group Deferred Compensation Plan for Non-Employee Directors” in the 2010 Proxy Statement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

99.1 Press Release issued by Argo Group International Holdings, Ltd. dated February 23, 2011


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.
    By:   /s/ Jay S. Bullock
Dated: February 24, 2011       Name:  Jay S. Bullock
      Title:    Executive Vice President and Chief Financial Officer
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

Press Release

Contact:

Lisa Scannell

VP, Corporate Marketing & Communications

617.478.5206

ARGO GROUP ANNOUNCES ADDITIONS TO BOARD OF DIRECTORS

HAMILTON, Bermuda (Feb. 23, 2011) – Argo Group International Holdings, Ltd. (NasdaqGS: AGII), an international underwriter of specialty insurance and reinsurance products, today announced it has appointed Kate Nealon and Nabil N. El-Hage to its board of directors.

“We are pleased to have these two accomplished and well-respected individuals join our board,” said Argo Group Chairman Gary Woods. “They both bring a wealth of valuable experience which will complement nicely the strong board that we already have in place. I look forward to the leadership and perspective that both new members will add as we look to accomplish the growth objectives we have set for Argo.”

Kate Nealon’s international career includes significant experience with risk management, compliance and regulatory issues with global companies. Ms. Nealon was the head of legal and compliance at Standard Chartered Plc in London having previously practiced international banking and regulatory law in New York. She currently serves on the board of Cable and Wireless Communications and has served on the boards of directors of HBOS Plc and Shire Plc. Ms. Nealon has corporate governance experience through various roles at the Judge Business School at Cambridge University and serves on the advisory council of the Institute of Business Ethics. A graduate of Georgetown University in Washington, DC, she is the Co-Chair of the European Advisory Board of Georgetown Law School.

Nabil El-Hage is a corporate governance expert and independent consultant. Mr. El-Hage teaches corporate governance and private equity courses to senior executives and boards of directors around the globe. Mr. El-Hage previously served as a Senior Associate Dean for External Relations at Harvard Business School and taught MBA courses focused on leadership, corporate accountability, finance and governance. Mr. El-Hage is a graduate of Yale University and Harvard Business School. He has served on a dozen boards of private and public companies over the past two decades and is currently Programme Director for the central bank of Malaysia’s Financial Institutions Directors’ Education Programme (FIDE).

 

Argo House

110 Pitts Bay Road

Pembroke, Bermuda HM08

www.argolimited.com

 

T 441 296 5858

F 441 296 6162

   


LOGO

ABOUT ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

Argo Group International Holdings, Ltd. (NasdaqGS: AGII) is an international underwriter of specialty insurance and reinsurance products in the property and casualty market. Argo Group offers a full line of high-quality products and services designed to meet the unique coverage and claims handling needs of businesses in four primary segments: Excess & Surplus Lines, Commercial Specialty, Reinsurance, and International Specialty. Argo’s insurance subsidiaries are A. M. Best-rated ‘A’ (Excellent) (third highest rating out of 16 rating classifications) with a stable outlook, and Argo’s U.S. insurance subsidiaries are Standard and Poor’s-rated ‘A-’ (Strong) with a stable outlook. More information on Argo Group and its subsidiaries is available at www.argolimited.com.

FORWARD-LOOKING STATEMENTS

This press release contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally and also may differ materially from actual future experience involving any one or more of such statements. For a more detailed discussion of such risks and uncertainties, see Argo Group’s filings with the SEC. The inclusion of a forward-looking statement herein should not be regarded as a representation by Argo Group that Argo Group’s objectives will be achieved. Argo Group undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

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