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Washington, D.C. 20549 





Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 27, 2023



(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.)


1271 Avenue of the Americas
New York, New York 10020

(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))



Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, Par Value $2.50 Per Share AIG New York Stock Exchange
4.875% Series A-3 Junior Subordinated Debentures AIG 67EU 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


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.


Appointment of Diana M. Murphy and Vanessa A. Wittman to the Board of Directors


On February 27, 2023, the Board of Directors (the “Board”) of American International Group, Inc. (the “Company” or “AIG”) appointed Diana M. Murphy and Vanessa A. Wittman as directors of AIG, effective March 16, 2023. In connection with the election of Ms. Murphy and Ms. Wittman, the Board increased its size from 10 to 12 directors, and Ms. Murphy and Ms. Wittman will join the Board to fill the resulting vacancies. No determinations as to committee appointments have been made at this time. 


The Board has determined that Ms. Murphy and Ms. Wittman are independent directors under the New York Stock Exchange listing standards and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines.


Ms. Murphy and Ms. Wittman will participate in the compensation program for independent directors as described under “Corporate Governance – Compensation of Directors” in AIG’s 2022 Notice of Annual Meeting and Proxy Statement filed with the Securities and Exchange Commission on March 29, 2022.


There are no arrangements or understandings with any person pursuant to which either individual was appointed to serve as a director of the Company. Ms. Murphy and Ms. Wittman have no family relationship with any director or executive officer of the Company, and they have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


AIG’s press release announcing these appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


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 February 27, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).







Exhibit No.   Description
99.1   Press release of American International Group, Inc., dated February 27, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).










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.



Date: February 27, 2023 By:  /s/ Prabha Sipi Bhandari
    Name: Prabha Sipi Bhandari

Senior Vice President, Deputy General

Counsel and Corporate Secretary




Exhibit 99.1





Press Release   Contacts:
www.aig.com Quentin McMillan (Investors): quentin.mcmillan@aig.com    

Dana Ripley (Media): dana.ripley@aig.com



Diana Murphy and Vanessa Wittman to Join AIG’s Board of Directors



NEW YORK CITY – February 27, 2023 – American International Group, Inc. (NYSE: AIG) today announced that its Board of Directors has elected Diana Murphy and Vanessa Wittman as independent Directors of the company, effective March 16, 2023.


“Diana and Vanessa have extensive and diverse executive and board experience, and we are delighted that they will join the AIG Board,” said Peter Zaffino, Chairman & Chief Executive Officer, AIG. “Diana brings significant business acumen, a track record of leading complex companies through strategic and organizational change, and a deep commitment to community service. Vanessa has an outstanding reputation and deep expertise as a results-driven financial expert, having served in executive finance roles at global organizations across a range of industries.


“On behalf of the Board of Directors, I look forward to welcoming them to AIG and to their future contributions as Directors as we continue our journey to become a top performing company.”


For the past 15 years, Ms. Murphy has been a Managing Director at private equity firm Rocksolid Holdings, LLC. In 2016, she was named the 64th President of the United States Golf Association (USGA), becoming the second woman to hold that position in the organization’s 121-year history. Over the course of her career, Ms. Murphy has held multiple executive positions with the Georgia Research Alliance, Chartwell Capital Management, Inc. and Tribune Media Company. Ms. Murphy currently serves as a Director and Non-Executive Chair of Landstar System, Inc. and as a Director and Chair of the Corporate Governance and Nominating Committee of Synovus Financial Corp.


Ms. Wittman was most recently the Chief Financial Officer of Glossier, a digital-first beauty company. She previously served as Chief Financial Officer of Oath, a subsidiary of Verizon; Dropbox; Motorola Mobility, a subsidiary of Google; and Marsh McLennan. Ms. Wittman currently serves as a Director and Chair of the Audit Committee of both Booking Holdings, Inc. and Oscar Health, Inc.



# # #







About AIG


American International Group, Inc. (AIG) is a leading global insurance organization. AIG member companies provide a wide range of property casualty insurance, life insurance, retirement solutions, and other financial services to customers in approximately 70 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 jurisdictions, and coverage is subject to underwriting requirements and 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.