Bermuda-based Argo Group has advised shareholders in its scheduled annual general meeting to vote against board nominations and proposals to remove existing board members put forward by 5.8 percent shareholder Voce Capital Management.
In an SEC filing, Argo argued that that the nominees put forward "would not bring incremental skills or expertise to the board", and recommended that shareholders disregard any proxy cards sent by Voce.
Argo also suggested the existing board members that Voce proposes to remove have provided "exemplary service" to the company, and their skills and experience "continue to be of great value" to both the board and Argo Group.
Voce, the activist shareholder pushing for change in Argo Group, seeks to install a number of independent directors to Argo's board. They include: Bernard Bailey, Kathleen Dussault, Carol McFate, and Nicholas Walsh.
Along with making these nominations, Voce has also proposed to remove several existing members of Argo's board, including Gary Woods, Hector De Leon, John Power, and Mural Josephson.
Woods is chairman of Argo Group's board of directors, and has been a director since 2000.
Voce, the fourth-largest shareholder of Argo Group with 1.9 million shares, has been very vocal in its extraordinary criticisms of Argo's board and CEO Mark Watson III, which take aim at his personal life and corporate expenses.
It previously sent a 7,000-word letter it made public on Monday February 25, which heavily criticised Argo’s performance and leadership.
The claims were swiftly dismissed by Argo, which argues they ignore the Bermuda re/insurer's track record of value creation for its shareholders, citing 1, 3 and 5-year period total shareholder returns of 39 percent, 69 percent and 136 percent, respectively. From 2010 to 2018, Argo returned in excess of $645 million of capital to shareholders.
Argo Group, Voce Capital Management, Mark Watson III, Bermuda