Argo agrees board deal with Voce
Argo Group International Holdings has entered into a cooperation agreement with Voce Capital Management, which holds shares in the company, to effect changes to the composition of Argo’s board of directors.
According to the agreement and at the same time as the company’s ongoing process of board refreshment, Carol McFate will join the board, subject to regulatory approval and completion of customary, confirmatory due diligence. McFate will fill the seat of former CEO and director Mark Watson, who stepped down in November 2019. She will join the board’s nominating and corporate governance committee and an additional committee as selected by the board.
Argo said that McFate brings extensive global insurance and financial expertise. As chief investment officer of Xerox Corporation from November 2006 to October 2017, she oversaw over $12 billion in retirement investment assets for North American and UK plans. Prior to Xerox, McFate served as executive vice president & global treasurer for XL Global Services, a subsidiary of XL Capital, a leading Bermuda-based global insurance and reinsurance company. She has also held various senior executive positions with AIG and The Prudential Insurance Company of America.
Additionally, Voce will work with Argo’s nominating and corporate governance committee to identify and evaluate two new independent director candidates to stand for election at the company’s 2020 Annual General Meeting of Shareholders. One of those two new director candidates will be selected from the slate of individuals nominated by Voce for election at the requisitioned special general meeting of Argo’s shareholders.
Argo clashed with Voce in 2019, after the latter criticised Argo’s senior management and then suggested widespread board changes.
“We are pleased to have reached a constructive agreement with Voce and value their input as we continue to enhance our Board composition and governance practices,” said Thomas Bradley, chair of the nominating and corporate governance committee. “We are pleased to welcome Carol to the Board. Her strong leadership and executive experience in the insurance and investment management industries will help drive continued value creation for our shareholders.”
In a statement J. Daniel Plants, founder and chief investment officer of Voce, said, “We made a substantial investment in Argo because we believe it has significant untapped value that can be realised. The appointment of Carol McFate to the Board, the addition of two other independent directors selected with Voce’s input, and the Company’s ongoing governance improvements, are substantive and positive developments that give us confidence in the new course that Argo has charted. We look forward to working with Argo’s Board and management in the shared pursuit of creating value for all shareholders.”
Voce has also agreed to certain customary standstill provisions and to withdraw its proxy solicitation to seek board changes at a requisitioned special general meeting of shareholders. The agreement between Argo and Voce will be filed on Form 8-K with the US Securities and Exchange Commission.
