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): July 15, 2015
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)) |
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.
(c) Appointment of Elias F. Habayeb as Principal Accounting Officer
On July 15, 2015, the Board of Directors of American International Group, Inc. (the “Company”) appointed Elias F. Habayeb, the Company’s Senior Vice President and Deputy Chief Financial Officer, to the additional roles of principal accounting officer and Group Controller. Mr. Habayeb, 43, has served as Senior Vice President and Deputy Chief Financial Officer since re-joining the Company in April 2015. Previously, from May 2011 to May 2014, he served as Senior Vice President and Chief Financial Officer of International Lease Finance Corporation (“ILFC”), a wholly owned subsidiary of the Company before its sale to AerCap Holdings N.V. (“AerCap”) in May 2014. From May 2014 to March 2015, he was employed by AerCap assisting with the integration of ILFC’s operations. Prior to ILFC, Mr. Habayeb served in various roles at the Company, including as Senior Vice President — Investments and Financial Services from June 2010 to May 2011. Mr. Habayeb was previously a partner at Deloitte & Touche LLP.
There are no arrangements or understandings between Mr. Habayeb and any other persons pursuant to which he was selected as an officer. Mr. Habayeb has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
(d) Election of Linda A. Mills to the Board of Directors
On July 15, 2015, the Board of Directors of the Company elected Linda A. Mills as a Director of the Company. Ms. Mills was appointed as a member of the Technology Committee and the Compensation and Management Resources Committee of the Board of Directors at the time of her election. The Company’s press release announcing Ms. Mills’ appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Ms. Mills was granted a pro-rated annual award of deferred stock units upon her election, consistent with the compensation of the Company’s independent directors, as described under “Corporate Governance — Compensation of Directors” in the Company’s 2015 Proxy Statement.
There are no arrangements or understandings between Ms. Mills and any other persons pursuant to which she was selected as a Director. Ms. Mills has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit 99.1 | Press release dated July 15, 2015 |
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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: July 15, 2015 |
By: | /s/ Jeffrey A. Welikson | ||||||
| Name: | Jeffrey A. Welikson | |||||||
| Title: | Vice President, Corporate Secretary and Deputy General Counsel | |||||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |||
| Exhibit 99.1 | Press release dated July 15, 2015 | |||
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Exhibit 99.1
|
FOR IMMEDIATE RELEASE | |
| Press Release AIG 175 Water Street New York, NY 10038 www.aig.com |
Contacts: Liz Werner (Investors): 212-770-7074; elizabeth.werner@aig.com Jennifer Hendricks Sullivan (Media): 212-770-3141; jennifer.sullivan@aig.com | |
LINDA A. MILLS ELECTED TO AIG BOARD OF DIRECTORS
NEW YORK, July 15, 2015 – The Board of Directors of American International Group, Inc. (NYSE: AIG) today elected Linda A. Mills a Director. Ms. Mills has also been appointed to the Board’s Technology Committee and the Board’s Compensation and Management Resources Committee.
“We are pleased to welcome Linda Mills to the AIG Board,” said Douglas M. Steenland, Chairman of the AIG Board of Directors. “Ms. Mills’ in-depth experience in information technology and cyber security, and her success in managing a significant line of business at Northrop Grumman, will add further strength to the AIG Board.”
Ms. Mills is a former Corporate Vice President of Operations for Northrop Grumman, with responsibility for driving effective operations to enable top performance, innovation and affordability. During her 12 years with Northrop Grumman, Ms. Mills held a number of positions, including Corporate Vice President and President of Information Systems and Information Technology sectors; President of the Civilian Agencies Group; and Vice President of Operations and Process in the firm’s Information Technology Sector. Prior to joining Northrop Grumman, Ms. Mills was Vice President of Information Systems and Processes at TRW, Inc. She began her career as an engineer at Bell Laboratories, Inc.
In 2013, Ms. Mills was named one of the 50 Most Powerful Women in Business by Fortune magazine. In 2012, she received the Federal 100 Award from Federal Computer Week, recognizing government and industry leaders who have played pivotal roles in the federal government IT community.
Ms. Mills also serves on the board of Navient Corporation where she is the Chair of the Compensation Committee.
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American International Group, Inc. (AIG) is a leading global insurance organization serving customers in more than 100 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services in the United States. AIG common stock is listed on the New York Stock Exchange and the Tokyo Stock Exchange.
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FOR IMMEDIATE RELEASE |
Additional information about AIG can be found at www.aig.com | YouTube: www.youtube.com/aig | Twitter: @AIGinsurance | LinkedIn: http://www.linkedin.com/company/aig
AIG is the marketing name for the worldwide property-casualty, life and retirement, and general insurance operations of American International Group, Inc. For additional information, please visit our website at www.aig.com. All products and services are written or provided by subsidiaries or affiliates of American International Group, Inc. Products or services may not be available in all countries, and coverage is subject to actual policy language. Non-insurance products and services may be provided by independent third parties. Certain property-casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds.
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