Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 19, 2023, Argo Group International Holdings, Ltd. (the "Company") held a special general meeting of shareholders (the "Special General Meeting"). Proxies with regard to the matters voted upon at the Special General Meeting were solicited under Regulation 14A of the Securities Exchange Act of 1934, as amended. Set forth below are the proposals voted on at the Special General Meeting, and the certified final voting results tabulated by First Coast Results, Inc. ("First Coast"), the independent inspector of elections for the Special General Meeting. The final voting results on each of the proposals, as reported by First Coast, are as follows:





   1. Proposal 1: Approval of the Agreement and Plan of Merger, dated as of
      February 8, 2023, by and among the Company, Brookfield Reinsurance Ltd.
      ("Brookfield Reinsurance") and BNRE Bermuda Merger Sub Ltd., the statutory
      merger agreement required in accordance with Section 105 of the Bermuda
      Companies Act 1981, as amended, and the merger.




Votes For    Votes Against   Abstentions
27,453,733      237,797        98,387




   2. Proposal 2: Approval, on an advisory (non-binding) basis, of the
      compensation that may be paid or become payable to the Company's named
      executive officers that is based on or otherwise relates to the merger, as
      described in the Company's proxy statement.




Votes For    Votes Against   Abstentions
21,092,839     6,048,280       646,418




   3. In connection with the Special General Meeting, the Company also solicited
      proxies with respect to a proposal to approve the adjournment of the Special
      General Meeting, if necessary or appropriate, to solicit additional proxies,
      in the event there were insufficient votes to approve Proposal 1 at the
      Special General Meeting (the "Adjournment Proposal"). Because the required
      shareholder approval was obtained for Proposal 1, as noted above, the
      Adjournment Proposal was rendered moot and not presented.


 Item 8.01 Other Events.




In connection with the merger, on March 8, 2023, the Company and Brookfield Reinsurance filed required notifications with the Department of Justice's Antitrust Division and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The applicable waiting period under the HSR Act expired at 11:59 p.m., Eastern Time, on April 7, 2023.

© Edgar Online, source Glimpses