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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):  May 15, 2023 (May 10, 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 5.07. Submission of Matters to a Vote of Security Holders.


On May 10, 2023, American International Group, Inc. (“AIG”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:


Proposal 1 - Election of Directors: The following individuals were elected to serve as directors until the 2024 Annual Meeting or upon the election and qualification of their successors. The voting results for each of the nominees are as follows:


    For   Against   Abstain   Broker Non-Votes
Paola Bergamaschi   614,371,077   1,466,711   1,492,022   32,707,820
James Cole, Jr.   612,855,147   2,977,893   1,496,770   32,707,820
W. Don Cornwell   601,329,963   14,509,731   1,490,116   32,707,820
Linda A. Mills   537,875,081   77,972,626   1,482,103   32,707,820
Diana M. Murphy   614,354,335   1,498,335   1,477,140   32,707,820
Peter R. Porrino   609,196,471   6,652,986   1,480,353   32,707,820
John G. Rice   605,338,787   10,500,672   1,490,351   32,707,820
Therese M. Vaughan   590,827,006   25,016,638   1,486,166   32,707,820
Vanessa A. Wittman   613,647,862   2,198,287   1,483,661   32,707,820
Peter Zaffino   584,493,413   29,422,586   3,413,811   32,707,820


Proposal 2 –Advisory Vote to Approve Named Executive Officer Compensation: The voting results are as follows:


For   Against   Abstain   Broker Non-Votes
199,326,011   416,419,847   1,583,952   32,707,820


Proposal 3 - Ratification of the Appointment of PricewaterhouseCoopers LLP to Serve as AIG’s Independent Auditor for 2023: The voting results are as follows:


For   Against   Abstain   Broker Non-Votes
619,819,638   28,781,149   1,436,843   0


Proposal 4 - Shareholder Proposal Requesting an Independent Board Chair Policy: The voting results were as follows:


For   Against   Abstain   Broker Non-Votes
277,858,221   337,891,236   1,580,353   32,707,820







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: May 15, 2023 By: /s/ Prabha Sipi Bhandari
    Name: Prabha Sipi Bhandari
    Title: Senior Vice President, Deputy General Counsel and Corporate Secretary