American Financial Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AFG
Property-Casualty Insurers
Finance
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): May 23, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (513 ) 579-2121
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(Former name or former address, if changed since last report.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on
which registered
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| Section 5 |
Corporate Governance and Management
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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 23, 2024, the shareholders of American Financial Group, Inc. (the “Company”) approved the Amended and Restated Stock
Incentive Plan (“Stock Plan”) at the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). Previously, on February 27, 2024, the Board of Directors (the “Board”) of the Company approved the Stock Plan, subject to shareholder approval.
The Stock Plan provides the Company and the Board with the means for granting various types of equity-based awards to executive officers and other employees of the Company and its subsidiaries.
For additional detail concerning the terms and conditions of the Stock Plan, please refer to the discussion in the Company’s Proxy
Statement for the 2024 Annual Meeting, as filed with the Securities and Exchange Commission on April 4, 2024 (the “2024 Proxy Statement”), under the section entitled, “Proposal No. 4 – Approval of the Amended and Restated 2015 Stock Incentive
Plan.”
The foregoing description of the Stock Plan and the discussion of the terms and conditions of the Stock Plan contained in the 2024
Proxy Statement are both qualified in their entirety by reference to the full text of the Stock Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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The Company held its annual meeting of shareholders on May 23, 2024. The voting results on the proposals considered at the annual
meeting are set forth below:
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Elect 11 directors.
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For
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Withheld
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Broker
Non-Votes
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Carl H. Lindner III
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73,511,970
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1,453,043
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2,806,295
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S. Craig Lindner
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73,511,614
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1,453,399
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2,806,295
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John B. Berding
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70,282,004
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4,683,009
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2,806,295
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James E. Evans
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67,932,238
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7,032,775
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2,806,295
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Gregory G. Joseph
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70,929,045
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4,035,968
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2,806,295
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Mary Beth Martin
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72,283,426
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2,681,587
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2,806,295
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Amy Y. Murray
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74,537,263
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427,750
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2,806,295
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Roger K. Newport
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74,812,521
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152,492
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2,806,295
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Evans N. Nwankwo
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72,437,757
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2,527,256
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2,806,295
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William W. Verity
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63,324,667
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11,640,346
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2,806,295
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John I. Von Lehman
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71,905,524
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3,059,489
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2,806,295
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| 2. |
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024.
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For
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Against
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Abstain
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75,889,714
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1,831,782
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49,812
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Approve, on an advisory basis, the compensation of the Company’s named executive officers.
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For
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Against
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Abstain
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Broker
Non-Votes
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71,269,604
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3,619,789
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75,620
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2,806,295
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| 4. |
Approve the Amended and Restated 2015 Stock Incentive Plan.
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For
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Against
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Abstain
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Broker
Non-Votes
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72,775,979
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2,076,045
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112,989
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2,806,295 |
| Item 9.01 |
Financial Statements and Exhibits.
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| (d) |
Exhibits.
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Amended and Restated 2015 Stock Incentive Plan.
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104
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Cover page Interactive Date File (embedded within Inline XBRL document).
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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 thereunto duly authorized.
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AMERICAN FINANCIAL GROUP, INC.
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Date: May 24, 2024
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By: |
/s/ Joseph C. Alter
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Joseph C. Alter
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Vice President, Deputy General Counsel
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and Secretary
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