ADMINISTRATIVE PROCEEDING
File No. 3-20167

December 10, 2020 - The Securities and Exchange Commission today announced settled charges against Mark E. Watson III, the former Chief Executive Officer of Bermuda-based insurance company Argo Group International Holdings, Ltd., for failing to fully disclose perquisites and personal benefits he received.

According to the SEC's order, in proxy statements for 2014 through 2018, Argo disclosed that Watson received a total of approximately $1.2 million in perquisites and personal benefits, consisting chiefly of retirement and financial planning benefits, but did not disclose over $5.3 million in additional perks Argo had paid for on Watson's behalf.  The order finds that these undisclosed perks included use of corporate aircraft, housing costs, transportation for family members, services provided by Argo employees, and tickets and transportation to entertainment events.  As a result, the order finds Watson's perks and personal benefits were understated by more than $1 million per year in the relevant proxy statements.

The SEC's order charges Watson with violating the proxy solicitation provisions of Section 14(a) of the Securities Exchange Act of 1934 and Rules 14a-3 and 14a-9 thereunder, and with causing Argo's violations of securities law provisions concerning reporting and books and records.  Without admitting or denying the SEC's findings, Watson consented to cease and desist from committing or causing any violations and any future violations of the charged provisions, and to pay a $450,000 civil penalty. The SEC previously charged Argo for its deficient disclosures concerning Watson's perks.

The SEC's investigation was conducted by Oreste McClung and Brian Higgins, and supervised by Brendan McGlynn, all of the Philadelphia Regional Office.