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): February 7, 2024 (February 5, 2024)
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (212) 770-7000
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Securities registered pursuant to Section 12(b) of the Act:
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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 Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 5, 2024, the Board of Directors (the “Board”) of American International Group, Inc. (the “Company”) appointed John (Chris) Inglis a director of the Company, effective March 1, 2024. In connection with the election of Mr. Inglis, the Board increased its size from 10 to 11 directors, and Mr. Inglis will join the Board to fill the resulting vacancy. Mr. Inglis has not been appointed to a committee at this time.
The Board has determined that Mr. Inglis 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. Inglis 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 with any person pursuant to which Mr. Inglis was appointed to serve as a director of the Company. Mr. Inglis has no family relationship with any director or executive officer of the Company, and he has 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 this appointment 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 INDEX
| Exhibit No. | Description | |||||||
99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: February 7, 2024 | By: | /s/ Christina Banthin | |||||||||
| Name: | Christina Banthin | ||||||||||
| Title: | Senior Vice President and Corporate Secretary | ||||||||||
| Press Release | Contacts: | ||||
| www.aig.com | Quentin McMillan (Investors): quentin.mcmillan@aig.com | ||||
Claire Talcott (Media): claire.talcott@aig.com | |||||
Chris Inglis Elected to AIG’s Board of Directors
Former White House cybersecurity advisor served as first
U.S. Senate-confirmed National Cyber Director
NEW YORK – Feb. 7, 2024 – American International Group, Inc. (NYSE: AIG) today announced that its Board of Directors has elected John (Chris) Inglis as an independent Director, effective March 1, 2024.
A former National Cyber Director and an advisor to President of the United States Joe Biden on cybersecurity from 2021 to 2023, Mr. Inglis is a leading expert on cyber intelligence and security, with a distinguished career in U.S. federal defense, public and private sector service, and academia.
After 43 years of federal service, including 28 years at the National Security Agency and seven years as its Deputy Director, Mr. Inglis retired from the Department of Defense in January 2014. He is currently a Strategic Advisor at Paladin Capital Group, having previously served as a managing director for seven years before joining the Biden Administration.
"Chris Inglis is a highly accomplished leader who will provide insight and perspective based on his deep experience with cyber intelligence and advanced technology," said AIG Lead Independent Director, John G. Rice. "Chris brings nearly five decades of distinguished military service as well as public and private sector leadership to AIG, and we look forward to welcoming him as our newest Board member."
Mr. Inglis has been a U.S. Naval Academy Looker Distinguished Visiting Professor for Cyber Studies, U.S. Air Force Academy Milanovich Visiting Professor for Cyber Studies, Commissioner on the U.S. Cyberspace Solarium Commission, member of the Department of Defense Science Board, trustee for National Intelligence University, and member of the boards of several public and private corporations.
Mr. Inglis’ military career includes 30 years of service in the U.S. Air Force and Air National Guard, from which he retired as a command pilot at the rank of Brigadier General. A 1976 graduate of the U.S. Air Force Academy, Mr. Inglis holds advanced degrees in engineering and computer science from Columbia University, Johns Hopkins University, and the George Washington University, and an honorary doctorate from the U.S. National Intelligence University.
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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 www.aig.com. 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.