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, 2010

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.)
		70 Pine Street New York, New York 10270
		(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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07.		Submission of Matters to a Vote of Security Holders.

On May 12, 2010, American International Group, Inc. (AIG) held its Annual Meeting of Shareholders at which the shareholders voted upon (i) the election of eleven nominees as directors by the holders of AIG’s common stock, par value $2.50 per share (AIG Common Stock), and the Series C Perpetual, Convertible, Participating Preferred Stock, par value $5.00 per share (AIG Series C Preferred Stock), voting together as a single class, for a one-year term; (ii) the election of two nominees as directors by the holder of the Series E Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share, and the Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share, for a one-year term; (iii) a non-binding shareholder resolution to approve executive compensation; (iv) a proposal to approve the American International Group, Inc. 2010 Stock Incentive Plan; (v) the ratification of the appointment of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2010; (vi) a shareholder proposal relating to cumulative voting; (vii) a shareholder proposal relating to executive compensation retention upon termination of employment; and (viii) a shareholder proposal relating to a shareholder advisory resolution to ratify AIG’s political spending program.

The shareholders elected all thirteen director nominees, approved the non-binding shareholder resolution to approve executive compensation, approved the American International Group, Inc. 2010 Stock Incentive Plan, and approved the ratification of the appointment of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2010. The shareholder proposals did not receive the approval of a majority of the voting power of the outstanding shares of AIG Common Stock and AIG Series C Preferred Stock, voting together as a single class, and, as a result, were not approved. 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.

		Votes For				Votes Withheld				Abstained				Broker Non-Vote
Robert H. Benmosche			567,340,344				623,986				439,481				39,517,656
Harvey Golub			562,156,995				5,735,157				511,659				39,517,656
Laurette T. Koellner			562,220,396				5,667,016				516,399				39,517,656
Christopher S. Lynch			567,225,717				652,325				525,769				39,517,656
Arthur C. Martinez			561,857,049				6,015,133				531,629				39,517,656
George L. Miles, Jr.			563,720,202				4,155,733				527,876				39,517,656
Henry S. Miller			567,209,335				668,955				525,521				39,517,656
Robert S. Miller			567,020,724				859,724				523,345				39,517,656
Suzanne Nora Johnson			562,165,219				5,713,166				525,426				39,517,656
Morris W. Offit			566,071,845				1,811,228				520,738				39,517,656
Douglas M. Steenland			567,040,374				839,140				524,297				39,517,656
Donald H. Layton			*				*				*				*
Ronald A. Rittenmeyer			*				*				*				*
Non-binding shareholder resolution to approve executive compensation			594,292,296				12,472,086				1,157,085				*	*
Proposal to approve the American International Group, Inc.
2010 Stock Incentive Plan			555,366,838				12,557,940				479,033				39,517,656
Ratification of the appointment of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2010			605,531,573				1,738,775				651,119				*	*
Shareholder proposal relating to cumulative voting			7,355,489				560,432,827				615,495				39,517,656
Shareholder proposal relating to executive compensation retention upon termination of employment			6,117,562				561,550,340				735,909				39,517,656
Shareholder proposal relating to a shareholder advisory resolution to ratify AIG’s political spending program			2,880,277				562,913,535				2,609,999				39,517,656

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.