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): November 8, 2024 (November 5, 2024 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||
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.
On November 5, 2024, the Board of Directors (the “Board”) of American International Group, Inc. (the “Company”) appointed Courtney Leimkuhler a director of the Company, effective immediately. In connection with the appointment of Ms. Leimkuhler, the Board increased its size from 10 to 11 directors, and Ms. Leimkuhler will join the Board to fill the resulting vacancy. Ms. Leimkuhler has not been appointed to a committee at this time.
The Board has determined that Ms. Leimkuhler is an independent director under the New York Stock Exchange listing standards.
Ms. Leimkuhler will participate in the compensation program for independent directors as described under “Corporate Governance - Compensation of Directors” in AIG’s 2024 Notice of Annual Meeting and Proxy Statement filed with the Securities and Exchange Commission on April 2, 2024.
There are no arrangements or understandings with any person pursuant to which Ms. Leimkuhler was appointed to serve as a director of the Company. Ms. Leimkuhler has no family relationship with any director or executive officer of the Company. In 2022, a subsidiary of the Company made a $3 million capital commitment to Spring B Fund I LP (the “Fund”), a venture capital fund managed by Spring B Management LLC (the “Management Company”), of which approximately $1.2 million has been called to date. Ms. Leimkuhler holds a controlling interest in the Management Company and the general partner of the Fund (the “GP”). The Company currently pays management fees each year equal to 2.5% of its capital commitment to the Fund and the Fund pays carried interest of 20% to the GP.
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 | |||||||
| 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: November 8, 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 | |||||
AIG Elects Courtney Leimkuhler to its Board of Directors
NEW YORK – November 7, 2024 – American International Group, Inc. (NYSE: AIG) today announced that Courtney Leimkuhler, co-founder and Managing Partner of the venture fund, Springbank, has been elected to its Board of Directors as an independent Director, effective November 5, 2024.
Ms. Leimkuhler is a highly accomplished executive who previously held positions at Goldman Sachs, NYSE Euronext and MarshMcLennan. Ms. Leimkuhler began her career in investment banking at Goldman Sachs, before spending nearly a decade at NYSE Euronext, where she was the Head of Corporate Strategy and M&A and helped architect and execute NYSE’s transition from a nonprofit into one of the leading publicly traded exchanges globally. Following NYSE Euronext, she served as Chief Financial Officer of Marsh, a leading global corporate insurance broker.
“Courtney’s extensive background in financial services, including the global insurance industry, combined with her leadership in developing data and digital companies that have differentiated themselves in the markets where they compete, will be an excellent addition to the AIG Board of Directors,” said Peter Zaffino, Chairman & CEO, AIG. “I am very confident that Courtney’s significant experience will bring insightful perspective, and I look forward to working with her to support AIG’s position as a top-performing company in financial services.”
John Rice, Lead Independent Director, AIG noted: “Courtney Leimkuhler’s deep expertise in capital markets, risk management, and data combined with her experience in tech investments will be a tremendous asset to AIG’s Board of Directors. I look forward to welcoming her to the Board as AIG continues to deliver on its strategy and solidifies its position as a global market leader.”
Courtney Leimkuhler added: “I am deeply honored to join the AIG Board of Directors and truly inspired by the company’s remarkable business turnaround under the leadership of Peter Zaffino. AIG’s significant influence in the insurance industry and focus on solving complex risks for its clients and partners and innovative use of Gen AI and other technologies is impressive and I am excited to support this next phase of growth.”
Ms. Leimkuhler serves on several venture-backed company boards and is a graduate of Harvard College and Harvard Business School, where she was a Baker Scholar.
# # #
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.