UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): September 8, 2023 (September 1, 2023)
| AMERICAN INTERNATIONAL GROUP, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 1-8787 | 13-2592361 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1271 Avenue of the Americas | ||
| New York, New York | 10020 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 770-7000
____________________________
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Par Value $2.50 Per Share | AIG | New York Stock Exchange |
| 4.875% Series A-3 Junior Subordinated Debentures | AIG 67EU | New York Stock Exchange |
| Depositary Shares Each Representing a 1/1,000th Interest in a Share of Series A 5.85% Non-Cumulative Perpetual Preferred Stock | AIG PRA | New York Stock Exchange |
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. |
Effective October 1, 2023, Lucy Fato, Executive Vice President, General Counsel & Global Head of Communications and Government Affairs of American International Group, Inc. (the “Company” or “AIG”), is transitioning from her current position to a Vice Chair position.
AIG and Ms. Fato have entered into an agreement to memorialize certain terms regarding her transition of duties, including that Ms. Fato will receive (subject to her obligations set forth in the agreement) annual target direct compensation for 2024 comprised of an annual base salary of $1,000,000, a 2024 short-term incentive award of at least $1,750,000 and a target 2024 long-term incentive award of $3,300,000. Upon her termination of employment, Ms. Fato will be eligible for the severance payments and benefits described in AIG’s 2023 Notice of Annual Meeting and Proxy Statement filed with the Securities and Exchange Commission on March 29, 2023 (except that her outstanding stock options will remain outstanding for their full scheduled term).
The foregoing description of the transition agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2023.
A copy of AIG’s related press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are filed as a part of this Report.
| Exhibit No. | Description |
| 99.1 | Press Release of American International Group, dated September 5, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press Release of American International Group, dated September 5, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Signatures
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 thereunto duly authorized.
| AMERICAN INTERNATIONAL GROUP, INC. | ||||
| By: | /s/ Prabha Sipi Bhandari | |||
| Name: | Prabha Sipi Bhandari | |||
| Title: | Senior Vice President, Deputy General Counsel and Corporate Secretary | |||
| DATE: | September 8, 2023 | |||