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): December 9, 2020
| AMERICAN INTERNATIONAL GROUP, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 1-8787 | 13-2592361 | ||
(State or other jurisdiction | (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
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)) |
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 | |
Indicate by check mark whether the registrant is an emerging growth company 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. ¨
| No Trading Symbol | True |
| Section 5 - | Corporate Governance and Management |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 9, 2020, the Board of Directors (the “Board”) of American International Group, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s By-laws (as so amended and restated, the “By-laws”), effective immediately. Among other matters, the amended and restated By-laws (i) expressly permit the Company to hold Board meetings and annual meetings of stockholders solely by electronic means and clarify procedures related to such remote meetings; (ii) incorporate changes necessary to reflect the Company’s previously announced Board leadership structure that contemplates an Executive Chair and Lead Independent Director; (iii) make certain procedural changes regarding adjournment, postponement, rescheduling or cancellation of meetings of stockholders; (iv) make certain modifications to the provisions relating to the Company’s indemnification of its directors, officers and employees; (v) adopt a new forum selection provision; (vi) make certain changes and clarifications in relation to shareholders providing notice to the Company and in relation to shareholder proposals; and (vii) implement certain other technical, conforming or clarifying changes.
The foregoing summary is qualified in its entirety by reference to the By-laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Section 9 - | Financial Statements and Exhibits |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. | |
| 3.1 | American International Group, Inc. By-laws, as amended and restated on December 9, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | American International Group, Inc. By-laws, as amended and restated on December 9, 2020. | |
| 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 hereunto duly authorized.
| AMERICAN INTERNATIONAL GROUP, INC. (Registrant) | |||
| Date: December 9, 2020 | By: | /s/ Kristen W. Prohl | |
| Name: | Kristen W. Prohl | ||
| Title: | Assistant Secretary | ||