American International (AIG) 8-K Amendments to Articles of Incorporation or Bylaws

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 12, 2014

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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 12, 2014, 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 12, 2014, AIG held its Annual Meeting of Shareholders at which holders of AIG’s common stock, par value $2.50 per share (AIG Common Stock), voted upon (i) the election of fourteen 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 Restated Certificate of Incorporation to continue 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; and (v) the ratification of the appointment of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2014.

The shareholders elected all fourteen director nominees presented, approved the non-binding advisory resolution to approve executive compensation, approved the proposal to amend and restate AIG’s Restated Certificate of Incorporation to continue 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, and ratified the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2014. 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
Robert H. Benmosche		1,054,339,574		7,773,927		2,829,174		112,499,429
W. Don Cornwell		1,054,202,580		7,860,632		2,879,463		112,499,429
Peter R. Fisher		1,056,251,374		5,813,338		2,877,963		112,499,429
John H. Fitzpatrick		1,057,030,470		5,035,683		2,876,522		112,499,429
William G. Jurgensen		1,057,451,206		4,609,923		2,881,546		112,499,429
Christopher S. Lynch		1,057,385,945		4,640,911		2,915,819		112,499,429
Arthur C. Martinez		1,045,291,347		16,559,619		3,091,709		112,499,429
George L. Miles, Jr.		889,655,655		154,929,122		20,357,898		112,499,429
Henry S. Miller		1,050,343,084		10,604,456		3,995,135		112,499,429
Robert S. Miller		1,056,612,347		5,270,432		3,059,896		112,499,429
Suzanne Nora Johnson		1,051,389,490		9,728,764		3,824,421		112,499,429
Ronald A. Rittenmeyer		1,056,501,948		5,557,138		2,883,589		112,499,429
Douglas M. Steenland		1,056,551,018		5,501,753		2,889,904		112,499,429
Theresa M. Stone		1,053,009,438		7,953,338		3,979,899		112,499,429
	For		Against		Abstain		Broker Non-Votes
Non-binding advisory resolution to approve executive compensation		1,038,267,745		18,817,784		7,857,146		112,499,429
Amendment and restatement of AIG’s Restated Certificate of Incorporation to continue to restrict certain transfers of AIG Common Stock in order to protect AIG’s tax attributes		1,108,778,889		65,019,797		3,643,418		0
Ratification of the amendment to extend the expiration of the American International Group, Inc. Tax Asset Protection Plan		961,078,841		100,765,630		3,098,204		112,499,429
Ratification of the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2014		1,159,567,035		12,570,527		5,304,542		0

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

3.1 Amended and Restated Certificate of Incorporation of American International Group, Inc.

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 12, 2014	By:	/s/ James J. Killerlane III
		Name:	James J. Killerlane III
		Title:	Associate General Counsel and Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of American International Group, Inc.