Voce calls for shareholder meeting to shake up Argo’s board of directors

Voce Capital Management is calling for a meeting of Argo Group International shareholders to consider making sweeping changes Argo’s board of directors.

Voce, which holds approximately 5.8 percent of the shares of Argo Group International, filed a preliminary consent statement as it attempts to convene a special meeting of Argo’s shareholders, saying: “Since the 2019 annual meeting of shareholders, the situation at Argo has significantly deteriorated.”

The shareholder said it was calling the meeting to consider proposals to replace five incumbent directors with five highly-qualified, fully-independent directors. Securing the meeting requires the concurrence of holders of at least 10 percent of Argo’s common stock.

This is the latest skirmish in an ongoing battle between Voce and Argo. In October, following reports that the Securities and Exchange Commission had subpoenaed Argo over its executive compensation and perquisites, it bemoaned “a culture of indulgence, entrenchment and failed oversight” at the re/insurer. In November it issued a press release following the replacement of the CEO, demanding shareholder voices be heard.

Voce was critical of the way Argo’s boss was removed. “The board awarded him a lucrative package of cash severance, accelerated stock vesting and benefits. The board replaced him with an internal CEO after failing to consider even a single external candidate for the job,” it said.

AM Best and S&P Global Ratings both announced negative actions related to Argo’s debt, specifically citing the company’s poor corporate governance and failed board oversight as driving their actions.

Argo was contacted for comment.