Activist shareholder Voce Capital Management LLC withdrew its board director nominees for the Argo Group International Holdings Ltd. annual shareholder meeting on May 24 after two states revoked their approvals of its proxy solicitation "at the 11th hour."
In rescinding its approval, the Virginia regulator said it "considered additional materials and information provided by Argo," which Voce says is evidence of Argo's "active role" in lobbying the various Departments of Insurance. The Illinois Department of Insurance warned Voce that it would "pursue injunctive relief and/or to seek the voiding of any proxy votes cast" should its contest proceed.
Voce said it had received approval from Illinois, New York, Ohio, Pennsylvania and Virginia for its definitive proxy statement filing on April 12.
"Argo's actions are reprehensible," it said, adding that the company uses "underhanded tactics" and utilizes "its complex corporate machinery for the benefit of the board and management at the expense of shareholders."
The activist shareholder stressed that it will vote against Argo's director nominees, and encouraged Argo's largest shareholders to withhold their votes. It claimed that proxy advisory firms Institutional Shareholder Services Inc. and Glass Lewis & Co. found Argo's governance deficient in many respects.
Voce said it is "evaluating all potential legal remedies," including potentially calling a special general meeting. Voce has an approximate 5.6% stake in Argo.