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 15, 2023 (May 10, 2023)
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 |
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 5.07. Submission of Matters to a Vote of Security Holders.
On May 10, 2023, American International Group, Inc. (“AIG”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:
Proposal 1 - Election of Directors: The following individuals were elected to serve as directors until the 2024 Annual Meeting or upon the election and qualification of their successors. The voting results for each of the nominees are as follows:
| For | Against | Abstain | Broker Non-Votes | |||||
| Paola Bergamaschi | 614,371,077 | 1,466,711 | 1,492,022 | 32,707,820 | ||||
| James Cole, Jr. | 612,855,147 | 2,977,893 | 1,496,770 | 32,707,820 | ||||
| W. Don Cornwell | 601,329,963 | 14,509,731 | 1,490,116 | 32,707,820 | ||||
| Linda A. Mills | 537,875,081 | 77,972,626 | 1,482,103 | 32,707,820 | ||||
| Diana M. Murphy | 614,354,335 | 1,498,335 | 1,477,140 | 32,707,820 | ||||
| Peter R. Porrino | 609,196,471 | 6,652,986 | 1,480,353 | 32,707,820 | ||||
| John G. Rice | 605,338,787 | 10,500,672 | 1,490,351 | 32,707,820 | ||||
| Therese M. Vaughan | 590,827,006 | 25,016,638 | 1,486,166 | 32,707,820 | ||||
| Vanessa A. Wittman | 613,647,862 | 2,198,287 | 1,483,661 | 32,707,820 | ||||
| Peter Zaffino | 584,493,413 | 29,422,586 | 3,413,811 | 32,707,820 |
Proposal 2 –Advisory Vote to Approve Named Executive Officer Compensation: The voting results are as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 199,326,011 | 416,419,847 | 1,583,952 | 32,707,820 |
Proposal 3 - Ratification of the Appointment of PricewaterhouseCoopers LLP to Serve as AIG’s Independent Auditor for 2023: The voting results are as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 619,819,638 | 28,781,149 | 1,436,843 | 0 |
Proposal 4 - Shareholder Proposal Requesting an Independent Board Chair Policy: The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 277,858,221 | 337,891,236 | 1,580,353 | 32,707,820 |
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, 2023 | By: | /s/ Prabha Sipi Bhandari | |
| Name: | Prabha Sipi Bhandari | ||
| Title: | Senior Vice President, Deputy General Counsel and Corporate Secretary | ||