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): May 13, 2020
| 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.) |
| | 175 Water Street
New York, New York 10038 | |
| | (Address of principal executive offices) | |
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
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 |
| Warrants (expiring January 19, 2021) | AIG WS | New York Stock Exchange |
| 5.75% Series A-2 Junior Subordinated Debentures | AIG 67BP | New York Stock Exchange |
| 4.875% Series A-3 Junior Subordinated Debentures | AIG 67EU | New York Stock Exchange |
| Stock Purchase Rights | | 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 |
Section 5 — Corporate Governance and Management
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 14, 2020, American International Group, Inc. (“AIG”) filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 13, 2020, AIG held its Annual Meeting of Shareholders at which holders of AIG’s common stock, par value $2.50 per share (“Common Stock”), voted upon (i) the election of twelve nominees as directors until the next annual election and until their successors are duly elected and qualified; (ii) a non-binding advisory resolution to approve executive compensation; (iii) a proposal to amend and restate AIG’s Amended and Restated Certificate of Incorporation to restrict certain transfers of AIG Common Stock in order to protect AIG’s tax attributes; (iv) a proposal to ratify the amendment to extend the expiration of the American International Group, Inc. Tax Asset Protection Plan; (v) the ratification of the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2020; and (vi) a shareholder proposal calling for AIG’s Board of Directors to take steps to amend AIG’s By-laws to provide shareholders who hold at least 10 percent of AIG’s outstanding Common Stock the right to call special meetings.
The shareholders elected all twelve director nominees presented, approved the non-binding advisory resolution to approve executive compensation, approved the proposal to amend and restate AIG’s Amended and Restated Certificate of Incorporation to restrict certain transfers of AIG Common Stock in order to protect AIG’s tax attributes, approved the proposal to ratify the amendment to extend the expiration of the American International Group, Inc. Tax Asset Protection Plan, ratified the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2020 and did not approve the shareholder proposal.
The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.
| | | For | | Against | | Abstain | | Broker Non-Votes |
| W. Don Cornwell | | 684,630,444 | | 18,066,250 | | 191,735 | | 37,569,204 |
| Brian Duperreault | | 699,031,408 | | 3,687,657 | | 169,364 | | 37,569,204 |
| John H. Fitzpatrick | | 699,326,821 | | 3,371,392 | | 190,216 | | 37,569,204 |
| William G. Jurgensen | | 698,801,607 | | 3,897,360 | | 189,462 | | 37,569,204 |
| Christopher S. Lynch | | 686,088,522 | | 16,590,735 | | 209,172 | | 37,569,204 |
| Henry S. Miller | | 687,881,457 | | 14,816,709 | | 190,263 | | 37,569,204 |
| Linda A. Mills | | 688,956,192 | | 13,755,967 | | 176,270 | | 37,569,204 |
| Thomas F. Motamed | | 691,162,105 | | 11,515,284 | | 211,040 | | 37,569,204 |
| Peter R. Porrino | | 699,859,890 | | 2,835,487 | | 193,052 | | 37,569,204 |
| Amy L. Schioldager | | 700,060,736 | | 2,624,187 | | 203,506 | | 37,569,204 |
| Douglas M. Steenland | | 690,382,799 | | 12,318,777 | | 186,853 | | 37,569,204 |
| Therese M. Vaughan | | 696,709,163 | | 5,975,658 | | 203,608 | | 37,569,204 |
| | | For | | Against | | Abstain | | Broker Non-Votes |
| Non-binding advisory resolution to approve executive compensation | | 659,862,264 | | 42,638,072 | | 388,093 | | 37,569,204 |
| Amendment and restatement of AIG’s Amended and Restated Certificate of Incorporation to restrict certain transfers of AIG Common Stock in order to protect AIG’s tax attributes | | 672,987,517 | | 29,627,948 | | 272,964 | | 37,569,204 |
| Ratification of the amendment to extend the expiration of the American International Group, Inc. Tax Asset Protection Plan | | 607,110,408 | | 95,536,299 | | 241,722 | | 37,569,204 |
| Ratification of the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2020 | | 706,133,411 | | 34,051,760 | | 272,462 | | 0 |
| Shareholder proposal calling for the Board to take steps to amend AIG’s By-laws to provide shareholders who hold at least 10 percent of AIG’s outstanding common stock the right to call special meetings | | 309,037,699 | | 393,480,547 | | 370,183 | | 37,569,204 |
Section 9 — Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
EXHIBIT INDEX
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 hereunto duly authorized.
| | AMERICAN INTERNATIONAL GROUP, INC. |
| | (Registrant) |
| | |
| | |
| Date: May 15, 2020 | By: | /s/ Kristen W. Prohl |
| | Name: | Kristen W. Prohl |
| | Title: | Assistant Secretary |
