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 21, 2019 |
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AMERICAN INTERNATIONAL GROUP, INC. |
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| (Exact name of registrant as specified in its charter) |
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Delaware |
1-8787 |
13-2592361 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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175
Water Street |
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| (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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | |
| Common Stock, Par Value $2.50 Per Share | AIG | New York Stock Exchange | |
| Warrants (expiring January 19, 2021) | AIG WS | New York Stock Exchange | |
| 5.75% Series A-2 Junior Subordinated Debentures | AIG 67BP | New York Stock Exchange | |
| 4.875% Series A-3 Junior Subordinated Debentures | AIG 67EU | New York Stock Exchange | |
| Stock Purchase Rights | New York Stock Exchange | ||
| Depositary Shares Each Representing a 1/1,000th Interest in a Share of Series A 5.85% Non-Cumulative Perpetual Preferred Stock | AIG PRA | New York Stock Exchange |
Section 5 — Corporate Governance and Management
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 21, 2019, American International Group, Inc. (“AIG”) held its Annual Meeting of Shareholders at which holders of AIG’s common stock, par value $2.50 per share, voted upon (i) the election of thirteen 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 non-binding advisory resolution on the frequency of future advisory shareholder votes on executive compensation; (iv) the ratification of the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2019; and (v) a shareholder proposal calling for AIG’s Board of Directors to take steps to amend AIG’s By-laws to provide shareholders who hold at least 10 percent of AIG’s outstanding common stock the right to call special meetings.
The shareholders elected all thirteen director nominees presented, approved the non-binding advisory resolution to approve executive compensation, approved “annual” as the frequency of future advisory shareholder votes on executive compensation, ratified the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2019 and did not approve the shareholder proposal.
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 | |||||||||||||
| W. Don Cornwell | 684,158,342 | 71,592,632 | 427,405 | 42,200,151 | ||||||||||||
| Brian Duperreault | 753,501,768 | 2,277,104 | 399,507 | 42,200,151 | ||||||||||||
| John H. Fitzpatrick | 714,038,894 | 41,717,668 | 421,817 | 42,200,151 | ||||||||||||
| William G. Jurgensen | 713,438,281 | 42,319,563 | 420,535 | 42,200,151 | ||||||||||||
| Christopher S. Lynch | 712,457,799 | 43,302,049 | 418,531 | 42,200,151 | ||||||||||||
| Henry S. Miller | 693,271,413 | 62,492,079 | 414,887 | 42,200,151 | ||||||||||||
| Linda A. Mills | 730,679,094 | 25,080,172 | 419,113 | 42,200,151 | ||||||||||||
| Thomas F. Motamed | 753,271,849 | 2,482,409 | 424,121 | 42,200,151 | ||||||||||||
| Suzanne Nora Johnson | 693,917,832 | 61,846,718 | 413,829 | 42,200,151 | ||||||||||||
| Peter R. Porrino | 754,225,896 | 1,524,699 | 427,784 | 42,200,151 | ||||||||||||
| Amy L. Schioldager | 754,213,269 | 1,543,706 | 421,404 | 42,200,151 | ||||||||||||
| Douglas M. Steenland | 690,716,444 | 65,039,702 | 422,233 | 42,200,151 | ||||||||||||
| Therese M. Vaughan | 754,426,195 | 1,334,746 | 417,438 | 42,200,151 | ||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Non-binding advisory resolution to approve executive compensation |
399,914,774 | 331,764,354 | 24,499,251 | 42,200,151 | ||||||||||||
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | |||||||
| Non-binding advisory resolution on the frequency of future advisory shareholder votes on executive compensation | 746,314,013 | 650,339 | 8,563,663 | 650,364 | 42,200,151 |
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Ratification of the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2019 | 770,679,475 | 27,239,140 | 459,915 | 0 | ||||||||||||
| Shareholder proposal calling for the Board to take steps to amend AIG’s By-laws to provide shareholders who hold at least 10 percent of AIG’s outstanding common stock the right to call special meetings | 357,143,956 | 398,478,539 | 555,884 | 42,200,151 | ||||||||||||
Pursuant to a recommendation by AIG’s Board of Directors that shareholders vote to hold future non-binding advisory shareholder votes to approve executive compensation on an annual basis, over 98 percent of the votes cast by shareholders voted in favor of this recommendation. In line with the Board’s recommendation and subsequent shareholder approval, the Board determined that AIG will hold future non-binding advisory shareholder votes on executive compensation on an annual basis until the next non-binding advisory shareholder vote on the frequency of shareholder votes on executive compensation, which will occur no later than AIG’s 2025 Annual Meeting of Shareholders.
Section 8 — Other Events
| Item 8.01. | Other Events. |
On May 21, 2019, AIG issued a press release announcing that its Board of Directors has declared a cash dividend of $369.6875 per share on its Series A 5.85% Non-Cumulative Perpetual Preferred Stock, which are represented by depositary shares, each representing a 1/1,000th interest in a share of preferred stock, holders of which will receive $0.3696875 per depositary share. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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 May 21, 2019. |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press release of American International Group, Inc. dated May 21, 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) | |||
| Date: May 21, 2019 | By: | /s/ Rose Marie E. Glazer | |
| Name: | Rose Marie E. Glazer | ||
| Title: | Senior Vice President, Corporate Secretary and Deputy General Counsel | ||
Exhibit 99.1
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FOR IMMEDIATE RELEASE |
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Press Release |
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AIG 175 Water Street New York, NY 10038 www.aig.com |
Contacts: Liz Werner (Investors): 212-770-7074; elizabeth.werner@aig.com Claire Talcott (Media): 212-458-6343; claire.talcott@aig.com |
| AIG BOARD OF DIRECTORS DECLARES SERIES A PREFERRED STOCK DIVIDEND |
NEW YORK, May 21, 2019 – American International Group, Inc. (NYSE: AIG) today announced that its Board of Directors declared a cash dividend of $369.6875 per share on AIG’s Series A 5.85% Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $25,000 per share, which are represented by depositary shares (NYSE: AIG PRA), each representing a 1/1,000th interest in a share of preferred stock, holders of which will receive $0.3696875 per depositary share. The dividend is payable on June 17, 2019 to holders of record at the close of business on May 31, 2019.
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Certain statements in this press release constitute forward-looking statements. These statements are not historical facts but instead represent only AIG’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside AIG’s control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements are discussed throughout AIG’s periodic filings with the SEC pursuant to the Securities Exchange Act of 1934.
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.
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.