American International Group Inc. New filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$AIG
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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 16, 2025 (May 14, 2025 )
(Exact name of registrant as specified in its charter)
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 14, 2025, American International Group, Inc. ("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 members of AIG’s Board of Directors (the “Board”) until the 2026 Annual Meeting or until 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 | 492,404,858 | 784,722 | 183,034 | 26,812,048 | |||||||||||||||||||
| James Cole, Jr. | 485,124,699 | 8,060,684 | 187,231 | 26,812,048 | |||||||||||||||||||
| James (Jimmy) Dunne III | 397,384,273 | 95,802,688 | 185,653 | 26,812,048 | |||||||||||||||||||
| John (Chris) Inglis | 492,466,376 | 723,036 | 183,202 | 26,812,048 | |||||||||||||||||||
| Courtney Leimkuhler | 492,421,406 | 766,536 | 184,672 | 26,812,048 | |||||||||||||||||||
| Linda A. Mills | 367,197,273 | 126,017,144 | 158,197 | 26,812,048 | |||||||||||||||||||
| Diana M. Murphy | 391,795,485 | 101,399,479 | 177,650 | 26,812,048 | |||||||||||||||||||
| Juan Perez | 479,008,567 | 14,157,223 | 206,824 | 26,812,048 | |||||||||||||||||||
| Peter R. Porrino | 488,270,657 | 4,936,522 | 165,435 | 26,812,048 | |||||||||||||||||||
| John G. Rice | 489,170,382 | 3,877,534 | 324,698 | 26,812,048 | |||||||||||||||||||
| Vanessa A. Wittman | 492,387,459 | 791,649 | 193,506 | 26,812,048 | |||||||||||||||||||
| Peter Zaffino | 465,774,925 | 27,434,017 | 163,672 | 26,812,048 | |||||||||||||||||||
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation (“Say-on-Pay Vote”): The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 320,714,041 | 172,358,604 | 299,969 | 26,812,048 | |||||||||||||||||
Proposal 3 – Advisory Vote on the Frequency of Future Executive Compensation Votes ("Say-on-When Vote"): The voting results were as follows:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 483,709,193 | 242,149 | 9,259,554 | 161,718 | 26,812,048 | ||||||||||||||||||||||
Proposal 4 – Ratification of the Appointment of PricewaterhouseCoopers LLP to Serve as AIG’s Independent Auditor for 2025: The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 489,842,132 | 30,180,266 | 162,264 | — | |||||||||||||||||
In light of the results of the Say-on-When Vote and the prior recommendation of the Board for annual Say-on-Pay Votes, the Board determined that AIG will continue to hold annual Say-on-Pay Votes. The Board will reevaluate this determination after the next Say-on-When Vote which will occur at or prior to AIG’s 2031 Annual Meeting of Shareholders.
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 16, 2025 | By: | /s/ Christina Banthin | |||||||||
| Name: | Christina Banthin | ||||||||||
| Title: | Senior Vice President and Corporate Secretary | ||||||||||