Five Argo Group directors plan to retire as of the beleaguered company’s 2020 annual meeting, the company disclosed on Dec. 11.

Argo, a Bermuda-based specialty insurer and reinsurer, said that the decision is part of a “proactive refreshment process” announced in August. The move follows months of complaints by activist shareholder Voce Capital Management LLC over Argo’s board and its compensation policies regarding former CEO Mark Watson III, who abruptly retired in early November.

In November, Voce renewed its fight with the Argo board, calling for a special meeting of Argo shareholders to elect five independent board members. In its announcement of board retirements, Argo said that a special meeting won’t be needed because of the retiring board members and an earlier-than-usual annual meeting.

Argo said that the five board members would retire at its annual meeting, which will be convened as early as March 2020, versus the usual May timeframe.

The company said it has hired a national executive search firm to “identify highly-qualified director candidates” and is also seeking input from shareholders for its search process. Argo’s retiring board members are: Gary Woods, Chairman; F. Sedgwick Browne, Risk & Capital Committee Chair; Hector De Leon, Member of Audit and Human Resources Committees; Mural Josephson, Audit Committee Chair; and John Power, Jr., Human Resources Committee Chair.

At the annual meeting, Argo plans to present proposals to declassify the board and reduce its maximum size from 13 to 11 director seats. As well, Argo will present its revised executive compensation program.

Voce began earlier in 2019 to publicly complain about allegedly excessive corporate expenses including a corporate jet and luxury housing. Argo has denied all accusations regarding lavish spending, though the controversy has drawn the attention of the U.S. Securities and Exchange Commission, which said earlier this fall it would investigate the company’s disclosures about executive compensation.

Source: Argo Group