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): December 4, 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $2.50 Per ShareAIGNew York Stock Exchange
4.875% Series A-3 Junior Subordinated DebenturesAIG 67EUNew 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 PRANew 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.

Election of Jimmy Dunne to the Board of Directors

On December 1, 2023, the Board of Directors (the “Board”) of American International Group, Inc. (the “Company” or “AIG”) elected James (Jimmy) Dunne III as a director of AIG, effective December 1, 2023. In connection with Mr. Dunne’s election, the Board increased its size from 10 to 11 directors, and he will join the Board to fill the resulting vacancy. No determinations as to Mr. Dunne’s committee appointments have been made at this time.

The Board has determined that Mr. Dunne is an independent director under the New York Stock Exchange Listing Standards and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines.

Mr. Dunne will participate in the compensation program for independent directors as described under “Corporate Governance - Compensation of Directors” in AIG’s 2023 Notice of Annual Meeting and Proxy Statement filed with the Securities and Exchange Commission on March 29, 2023.

There are no arrangements or understandings between Mr. Dunne and any other person pursuant to which Mr. Dunne was elected to serve as a director. Mr. Dunne has no family relationship with any director or executive officer of the Company.

Mr. Dunne is Vice Chairman & Senior Managing Principal, Piper Sandler Companies (“Piper Sandler”). In September 2022, Piper Sandler’s U.S. broker dealer subsidiary, Piper Sandler & Co., served as a lead active bookrunner for the initial public offering of AIG’s Life and Retirement business, Corebridge Financial, Inc. (“Corebridge”), for which it received $6,321,671 for its services. In addition, Piper Sandler & Co. also served as an active bookrunner of the Corebridge follow-on common stock offering in June 2023, for which it received $3,108,677 for its services.

AIG’s press release announcing Mr. Dunne’s election 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.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Exhibit No. Description
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: December 4, 2023By:/s/ Ariel R. David
  Name:Ariel R. David
  Title:Vice President and Deputy Corporate Secretary


Press ReleaseContacts:
Quentin McMillan (Investors):
Claire Talcott (Media):

Jimmy Dunne Elected to AIG’s Board of Directors

NEW YORK – December 4, 2023 – American International Group (NYSE: AIG) today announced that its Board of Directors has elected James (Jimmy) Dunne III as an independent Director, effective December 1, 2023.

Peter Zaffino, Chairman & CEO, AIG, stated: “We are delighted to have someone of Jimmy’s caliber join the AIG Board. I have great respect for his exceptional financial and investment acumen and extensive experience in advising on significant and complex matters. His unique perspective will be invaluable to AIG and our stakeholders as we execute on our strategy.”

John Rice, Lead Independent Director, AIG, noted: “Jimmy brings broad financial services expertise, deep executive leadership experience and a demonstrated commitment to giving back to his communities. I look forward to welcoming him to the Board and value his insights as AIG continues its journey to becoming a top performing company.”

Jimmy Dunne added: “I have known Peter for decades and have always admired his tremendous leadership abilities. He has built a terrific team at AIG, and I couldn’t be more excited to join the Board of Directors.”

Mr. Dunne is Vice Chairman and Senior Managing Principal of Piper Sandler, an investment bank and financial services company. He was a co-founder of Sandler O'Neill & Partners, which was acquired by Piper Jaffray in 2020. Under his leadership, Sandler grew to become the largest independent full-service investment banking firm focused on the financial services sector. Mr. Dunne graduated from the University of Notre Dame and is a member on its Board of Trustees. He also currently serves as a board member of Chime Financial, Inc. and the PGA Tour Policy Board.

# # #

About AIG

American International Group, Inc. (AIG) is a leading global insurance organization. AIG member companies provide insurance solutions that help businesses and individuals in approximately 70 countries and jurisdictions protect their assets and manage risks. For additional information, visit This website with additional information about AIG has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release. AIG common stock is listed on the New York Stock Exchange.
AIG is the marketing name for the worldwide operations of American International Group, Inc. 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.