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): February 19, 2019

Argo Group International Holdings, Ltd.

(Exact name of registrant as specified in its charter)

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:

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 Officers; Compensatory Arrangements of Certain Officers

(d)    The Nominating and Corporate Governance Committee of the Board of Directors of Argo Group International Holdings, Ltd. (the “Company”) actively seeks to refresh the composition of the Board of Directors on a regular basis through the addition of new members. As part of this process, on February 19, 2019, the Board of Directors of the Company appointed Samuel Liss and Anthony Latham to the Company’s Board of Directors. No committee appointments have been made for the new directors.

Mr. Liss and Mr. Latham will be eligible to participate in the same compensation plans and to receive the same fees for their services as a director of the Company as our other directors. Each of them will also be subject to the Company’s stock ownership guidelines for non-employee directors. The fees payable to our directors, including Mr. Liss and Mr. Latham, have been disclosed and may be found under the heading “Non-Employee Director Compensation” in the Company’s Schedule 14A filed with the Securities and Exchange Commission on March 21, 2018.

A copy of the press release announcing the appointment of Mr. Liss and Mr. Latham to the Company’s Board of Directors is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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.