An activist Argo shareholder that had accused the insurer of extravagant spending and other corporate missteps has ended its battle to nominate a slate of new board members.
Voce Capital Management said on May 21 it has withdrawn its nominations of five independent director candidates just three days before Argo’s 2019 annual meeting on May 24. It accuses Argo in its statement of poisoning shareholder votes by using “underhanded tactics and manipulating its complex corporate machinery for the benefit of the board and management at the expense of shareholders.”
Specifically, relevant state regulators had granted approval for Voce to proceed with its nominations, but Voce accuses Argo of sharing “additional materials and information” that led two states — Illinois and Virginia — to reverse their decision. By doing so, Voce said, shareholders became uncertain if their potential votes for its nominations would even be counted.
Voce owns about 5.6 percent of Argo Group International Holdings shares.
Argo, a Bermuda-based property/casualty insurer and reinsurer, denied any wrongdoing, insisting in its response that the company hadn’t seen any exchanges between Voce and the relevant state insurance regulators. Instead, Argo asserted that shareholders overwhelmingly support Argo, and that Voce didn’t have the support it needed for both its proposals and director nominees.
“It is unfortunate that Voce, having failed to address such rudimentary state regulatory requirements well in advance of beginning its campaign, now offers this as an excuse for its decision not to let its proposals proceed to a vote,” Argo said in its statement.
Argo added it supports the right of shareholders to vote on issues of interest, noting it “continues to engage with shareholders as we pursue our strategy for strong shareholder returns and our clear path for driving continued value creation.”
Voce, moving forward, said it is evaluating “all potential legal remedies” to pursue its case, including requesting a possible Special General Meeting.
“Argo’s actions are reprehensible,” Voce said. “Unfortunately, this behavior is not surprising, and it underscores everything we suspected about the company.”
Back in February, Voce first began publicly criticizing Argo, accusing its board of supporting a corporate art collection and luxury home/corporate jet travel for Argo Group CEO Mark Watson, among other alleged corporate abuses. Argo had denied all Voce allegations. The back-and-forth criticisms between the parties have continued ever since.
Sources: Argo Group, Voce Capital Management
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