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): August 6, 2018
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8787 | 13-2592361 | ||
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(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
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)) |
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.
On August 6, 2018, American International Group, Inc. (“AIG”) announced the appointment of Jonathan Wismer as Deputy Chief Financial Officer and Chief Accounting Officer. Mr. Wismer will succeed Elias Habayeb as AIG’s principal accounting officer, effective immediately. Mr. Habayeb was appointed Chief Financial Officer for General Insurance in May 2018. A copy of the press release announcing these changes is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Mr. Wismer, 46, was most recently at Zurich Insurance Group from February 2015 to May 2018, serving as Group Controller until October 2017. Prior to joining Zurich, Mr. Wismer spent nine years at Liberty Mutual Group, serving as Senior Vice President & Chief Financial Officer, Liberty International, from January 2011 to January 2015.
In connection with Mr. Wismer’s appointment, AIG established Mr. Wismer’s initial compensation, which will consist of an annual base salary of $600,000, target short-term incentive compensation of $600,000 (prorated for 2018 based on the number of months served) and target long-term incentive compensation of $800,000. His long-term incentive award is subject to the terms and conditions of AIG’s Long Term Incentive Plan and is consistent with AIG’s compensation program for other employees at his level. Any bonus, equity or equity-based award or other incentive compensation granted to Mr. Wismer is subject to the AIG Clawback Policy (and any other AIG clawback policies as may be in effect from time to time). Mr. Wismer will be entitled to severance in accordance with AIG’s Executive Severance Plan. In connection with his appointment, Mr. Wismer also entered into a non-solicitation and non-disclosure agreement.
There are no arrangements or understandings between Mr. Wismer and any other persons pursuant to which he was selected as an officer. Mr. Wismer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-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 August 6, 2018. |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press release of American International Group, Inc. dated August 6, 2018. |
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) |
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| Date: August 6, 2018 | By: | /s/ James J. Killerlane III | |
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Name: James J. Killerlane III Title: Associate General Counsel and Assistant Secretary
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Exhibit 99.1
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FOR IMMEDIATE RELEASE |
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Press Release AIG 175 Water Street New York, NY 10038 www.aig.com |
Contacts: Liz Werner (Investors): 212-770-7074; elizabeth.werner@aig.com Fernando Melon (Investors): 212-770-4630; fernando.melon@aig.com Claire Talcott (Media): 212-458-6343; claire.talcott@aig.com
AIG NAMES JONATHAN WISMER AS SENIOR VICE PRESIDENT, DEPUTY CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER
NEW YORK – August 6, 2018 – American International Group, Inc. (NYSE: AIG) today announced the appointment of Jonathan Wismer as Senior Vice President, Deputy Chief Financial Officer and Chief Accounting Officer, effective immediately. Mr. Wismer will be based in New York and report to Sid Sankaran, Executive Vice President and Chief Financial Officer. He succeeds Elias Habayeb, who was appointed Chief Financial Officer for General Insurance in May.
“Jon’s more than 23 years of financial experience and leadership roles within the insurance and reinsurance industry, together with his extensive international experience, will provide valuable perspective to the company. He will play an integral role within the finance team as we support AIG’s overall goal of delivering sustainable, profitable growth,” said Mr. Sankaran.
Mr. Wismer brings to this position a strong track record in financial leadership roles at Fortune 100 international insurance companies, with particular focus on the property-casualty business. More recently he served as Group Controller for Zurich Insurance Group, based in Zurich, Switzerland, and he previously spent nine years at Liberty Mutual, culminating with his appointment as Senior Vice President & Chief Financial Officer, Liberty International. He also held senior financial and regulatory reporting leadership positions at Allianz Group in Munich, Germany and previously worked at KPMG, where he began his career.
Mr. Wismer holds a Bachelor of Business Administration degree from Texas Christian University, and attended the Insurance Executive Development Program at the Wharton School of the University of Pennsylvania. He is a Certified Public Accountant (CPA).
Mr. Wismer said: “This is an exciting time to join the Finance leadership team at AIG, and I look forward to continuing the important work of this group in serving the company’s businesses and stakeholders while advancing shareholder value.”
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American International Group, Inc. (AIG) is a leading global insurance organization. Founded in 1919, today AIG member companies provide a wide range of property casualty insurance, life insurance, retirement products, and other financial services to customers in more than 80 countries and jurisdictions. These diverse offerings include products and services that help businesses and individuals protect their assets, manage risks and provide for retirement security. AIG common stock is listed on the New York Stock Exchange and the Tokyo Stock Exchange.
Additional information about AIG can be found at www.aig.com | YouTube: www.youtube.com/aig | Twitter: @AIGinsurance www.twitter.com/AIGinsurance | LinkedIn: www.linkedin.com/company/aig. These references with additional information about AIG have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.
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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. |