American International Group Inc. New filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 17, 2024 (May 15, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 15, 2024, American International Group, Inc. (“AIG”) filed with the Secretary of State of the State of Delaware (i) a Certificate of Elimination to its Amended and Restated Certificate of Incorporation eliminating from the Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of Participating Preferred Stock, par value $5.00 per share (“Participating Preferred Stock”), with respect to the Participating Preferred Stock (the “Certificate of Elimination of the Participating Preferred Stock”); (ii) a Certificate of Elimination to its Amended and Restated Certificate of Incorporation eliminating from the Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of Series A 5.85% Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share (“Series A Preferred Stock”), with respect to the Series A Preferred Stock (the “Certificate of Elimination of the Series A Preferred Stock”); and (iii) a Restated Certificate of Incorporation to reflect the elimination of the Participating Preferred Stock and Series A Preferred Stock (the “Restated Certificate of Incorporation”).
Copies of the Certificate of Elimination of the Participating Preferred Stock, the Certificate of Elimination of the Series A Preferred Stock and the Restated Certificate of Incorporation are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and are incorporated into this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 15, 2024, 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 2025 Annual Meeting or upon the election and qualification of their successors. The voting results for each of the nominees were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Paola Bergamaschi | 562,815,132 | 948,735 | 1,362,781 | 29,133,246 | |||||||||||||||||||
| James Cole, Jr. | 547,507,012 | 16,246,859 | 1,372,777 | 29,133,246 | |||||||||||||||||||
| James (Jimmy) Dunne III | 563,208,601 | 543,838 | 1,374,209 | 29,133,246 | |||||||||||||||||||
| John (Chris) Inglis | 563,181,117 | 579,424 | 1,366,107 | 29,133,246 | |||||||||||||||||||
| Linda A. Mills | 463,845,278 | 99,913,880 | 1,367,490 | 29,133,246 | |||||||||||||||||||
| Diana M. Murphy | 529,486,825 | 34,268,339 | 1,371,484 | 29,133,246 | |||||||||||||||||||
| Peter R. Porrino | 557,977,103 | 5,783,174 | 1,366,371 | 29,133,246 | |||||||||||||||||||
| John G. Rice | 536,328,712 | 27,293,554 | 1,504,382 | 29,133,246 | |||||||||||||||||||
| Vanessa A. Wittman | 561,604,744 | 2,157,151 | 1,364,753 | 29,133,246 | |||||||||||||||||||
| Peter Zaffino | 530,277,033 | 32,037,475 | 2,812,140 | 29,133,246 | |||||||||||||||||||
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation: The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 364,287,679 | 197,800,535 | 3,038,434 | 29,133,246 | |||||||||||||||||
Proposal 3 – Ratification of the Appointment of PricewaterhouseCoopers LLP to Serve as AIG’s Independent Auditor for 2024: The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 562,880,858 | 30,042,955 | 1,336,081 | 0 | |||||||||||||||||
Proposal 4 – Shareholder Proposal Requesting an Independent Board Chair Policy: The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 214,202,533 | 347,925,349 | 2,998,766 | 29,133,246 | |||||||||||||||||
Proposal 5 – Shareholder Proposal Requesting a Director Resignation By-Law: The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 83,857,832 | 479,438,357 | 1,830,459 | 29,133,246 | |||||||||||||||||
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: May 17, 2024 | By: | /s/ Christina Banthin | |||||||||
| Name: | Christina Banthin | ||||||||||
| Title: | Senior Vice President and Corporate Secretary | ||||||||||