Voce challenges Argo director appointments
The battle between Bermudian-based Argo Group International Holdings Ltd and activist shareholder Voce Capital Management is heating up.
The San Francisco-based hedge fund owns about 5.6 per cent of Argo, and earlier this month attacked what it called a “spendthrift culture” at the company by citing what it called “inappropriate corporate expenses”.
Among the examples given were the use of corporate aircraft, housing allowances, and sponsorships, with Voce claiming that company resources were being used to support the lifestyle of Mark Watson, Argo’s chief executive officer, at the expense of shareholders.
Now, in a regulatory filing with the US Securities and Exchange Commission, Voce has claimed that two director appointments made by Argo are invalid under company bye-laws and Bermuda law, called for the company to rescind the appointments of Samuel Liss and Tony Latham.
Voce added that the assignment of invalidly appointed director Mr Latham to the company’s special nominating committee meant the committee’s recommendations should be annulled and the committee dissolved, and said the company has still to refute its claim that corporate assets are being misused.
In the filing with the SEC, Voce said: “We will be publishing in due course our plan to unlock significant additional value at Argo through the dramatic improvement of its operations and capital allocation.
“In the meantime, we have nominated five highly qualified, independent director candidates that we believe will restore accountability, independence and integrity to Argo’s board: Bernard C. Bailey, Charles H. Dangelo, Admiral Kathleen M. Dussault, Carol A. McFate and Nicholas C Walsh.
“We look forward to the opportunity to make our case to Argo shareholders at this year’s annual meeting.”
In reply, Argo filed the following statement with the SEC: “It is disappointing that Voce Capital continues to engage in a campaign of misinformation to support its activist campaign to remove members of Argo’s well-qualified and experienced board. “As publicly announced on February 20, 2019, the board properly appointed Messrs Latham and Liss to fill two vacancies, bringing the number of directors up to 13 as authorised by Argo Group’s bye-laws and Bermuda law.
“Voce’s assertions challenging these appointments are simply incorrect. It is telling that Voce waited five weeks to raise its latest attempt to distract Argo’s shareholders.
“Our board remains focused on continuing Argo’s strong performance and looks forward to continuing to engage with all shareholders in the coming weeks.”
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