8-K

Dated: March 7, 2022

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

/s/ Scott Kirk

Scott Kirk

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 2, 2022

Argo Group International Holdings, Ltd.

(Exact Name of Registrant as Specified in Charter)

Bermuda

001-15259

98-0214719

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

90 Pitts Bay Road

P.O. Box HM 1282

Pembroke HM 08

Bermuda

P.O. Box HM 1282

Hamilton HM FX

Bermuda

(Address, Including Zip Code,

of Principal Executive Offices)

(Mailing Address)

Registrant’s telephone number, including area code: (441) 296-5858

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value of $1.00 per share	ARGO	New York Stock Exchange
6.500% Senior Notes due 2042 issued by Argo Group U.S., Inc. and the Guarantee with respect thereto	ARGD	New York Stock Exchange
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00% Resettable Fixed Rate Preference Share, Series A, Par Value $1.00 Per Share	ARGOPrA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.

On March 2, 2022, Argo Group International Holdings, Ltd. (“Argo Group” or “our”) was notified that Kevin J. Rehnberg, its Chief Executive Officer, would be temporarily unable to perform his duties for health reasons. Effective March 3, 2022, Thomas A. Bradley, who has served on our Board of Directors since 2018, including as Chairman since 2020, assumed Mr. Rehnberg’s authority, duties and responsibilities as Chief Executive Officer during this period. Biographical information for Mr. Bradley may be found in Argo Group’s definitive proxy statement relating to its 2021 Annual General Meeting of Shareholders filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 25, 2021.

Argo Group does not expect Mr. Rehnberg’s leave to impact the filing of its Annual Report on Form 10-K for the year ended December 31, 2021, which, as disclosed in a Form 12b-25 filed with the Commission on March 1, 2022, Argo Group expects to file prior to the end of the 15-day extension period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

A copy of the email from Mr. Bradley to Argo Group employees dated March 7, 2022 announcing this appointment has been included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:


No.		Exhibit

99.1		Email dated March 7, 2022 from Thomas A. Bradley to Argo Group International Holdings, Ltd. employees.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Argo Group International Holdings Ltd. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits