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): January 15, 2019
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 |
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.
(d) Election of Thomas Firouz Motamed to the Board of Directors
On January 15, 2019, the Board of Directors of American International Group, Inc. (“AIG”) elected Thomas Firouz Motamed as a Director of AIG. Mr. Motamed was appointed as a member of the Risk and Capital Committee and the Compensation and Management Resources Committee of the Board of Directors at the time of his election. AIG’s press release announcing Mr. Motamed’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Motamed was granted a pro-rated annual award of deferred stock units upon his election, consistent with the compensation of AIG’s independent directors, as described under “Corporate Governance — Compensation of Directors” in AIG’s 2018 Proxy Statement.
There are no arrangements or understandings between Mr. Motamed and any other persons pursuant to which he was selected as a Director. Mr. Motamed 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 January 15, 2019. |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press release of American International Group, Inc. dated January 15, 2019. |
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: January 15, 2019 | By: | /s/ James J. Killerlane III | |
| Name: | James J. Killerlane III | ||
| Title: | Associate General Counsel and Assistant Secretary | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
 |
|
|
Press Release |
Contacts: |
|
AIG 175 Water Street New York, NY 10038 www.aig.com |
Liz Werner (Investors): 212-770-7074; elizabeth.werner@aig.com Daniel O’Donnell (Media): 212-770-3141; daniel.odonnell@aig.com
THOMAS F. MOTAMED ELECTED TO AIG BOARD OF DIRECTORS |
|
NEW YORK, January 15, 2019 -- The Board of Directors of American International Group, Inc. (NYSE: AIG) today elected Thomas “Tom” Firouz Motamed as a Director, effective immediately. Mr. Motamed, 70, retired as Chairman and Chief Executive Officer of CNA Financial Corporation in 2016.
Mr. Motamed will be included in AIG’s slate of nominees for election to the Board at the 2019 Annual Meeting of Shareholders. Mr. Motamed has also been appointed to the Board’s Risk & Capital Committee and the Compensation & Management Resources Committee.
Brian Duperreault, President and Chief Executive Officer of AIG, stated, “Tom is a highly regarded insurance industry veteran, and we look forward to welcoming him to AIG’s Board.”
“We are pleased to add Tom as a new Director and are confident he will bring valuable insights to the AIG Board,” said Douglas M. Steenland, Chairman of the AIG Board of Directors.
Mr. Motamed was Chairman and CEO of CNA from 2009 to 2016. Prior to CNA, Mr. Motamed spent 31 years at The Chubb Corporation, where he began his career as a claims trainee and rose to Vice Chairman and Chief Operating Officer.
Mr. Motamed also served as a Director and member of the Audit Committee for Nasdaq-listed Verisk Analytics from 2009 to 2016 and on the board of the Palmer & Cay insurance agency from 2000 to 2005. He is a past Chairman of the Insurance Information Institute and is Chair Emeritus for Adelphi University.
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American International Group, Inc. (AIG) is a leading global insurance organization. Building on 100 years of experience, 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.
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. |
FOR IMMEDIATE RELEASE
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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