| No Trading Symbol | True |
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): November 2, 2022
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.) |
1271 Avenue of the Americas
New York, New York 10020
(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 |
| 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. ¨
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Paola Bergamaschi to the Board of Directors
On November 2, 2022, Paola Bergamaschi was appointed to the Board of Directors (the “Board”) of American International Group, Inc. (the “Company” or “AIG”), effective December 1, 2022. Committee appointments for Ms. Bergamaschi will be made at a later date.
Ms. Bergamaschi has been determined to be an independent director in accordance with the New York Stock Exchange listing standards and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines.
Ms. Bergamaschi will participate in the compensation program for independent directors as described under “Corporate Governance – Compensation of Directors” in AIG’s 2022 Notice of Annual Meeting and Proxy Statement, which was filed with the Securities and Exchange Commission on March 29, 2022.
There are no arrangements or understandings between Ms. Bergamaschi and any other person pursuant to which Ms. Bergamaschi was appointed to serve as a director. Ms. Bergamaschi has no family relationship with any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of John G. Rice as Lead Independent Director effective January 1, 2023; Douglas M. Steenland has decided not to stand for reelection in 2023
On November 2, 2022, the Board appointed John G. Rice as the Board’s lead independent director, effective January 1, 2023, and Douglas M. Steenland has decided that he will not stand for reelection to the Board at the Company’s 2023 annual meeting of shareholders.
AIG’s press release announcing Ms. Bergamaschi’s appointment, Mr. Rice’s appointment to the role of lead independent director, and Mr. Steenland’s decision not to stand for reelection to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. References to Internet websites and social media sites in the press release are provided for convenience only. Information available through those websites and social media sites is not incorporated by reference into this Form 8-K.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press release of American International Group, Inc., dated November 3, 2022. |
| 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, Inc., dated November 3, 2022. |
| 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: November 4, 2022 | By: | /s/ Prabha Sipi Bhandari | |
| Name: | Prabha Sipi Bhandari | ||
| Title: | Senior Vice President, Deputy General Counsel and Corporate Secretary | ||