Current Report Filing (8-k)
February 27 2023 - 9:15AM
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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): February
27, 2023
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
1-8787 |
|
13-2592361 |
(State
or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS
Employer Identification No.) |
1271 Avenue of the Americas
New York, New York 10020
(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)) |
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|
¨ |
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 |
Common Stock, Par Value $2.50 Per Share |
AIG |
New York Stock Exchange |
4.875% Series A-3 Junior Subordinated Debentures |
AIG 67EU |
New York Stock Exchange |
Depositary Shares Each Representing a 1/1,000th Interest in a Share of Series A 5.85% Non-Cumulative Perpetual Preferred Stock |
AIG PRA |
New York Stock Exchange |
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. |
Appointment of Diana M. Murphy and Vanessa
A. Wittman to the Board of Directors
On
February 27, 2023, the Board of Directors (the “Board”) of American International Group, Inc. (the “Company” or
“AIG”) appointed Diana M. Murphy and Vanessa A. Wittman as directors of AIG, effective March 16, 2023. In connection with
the election of Ms. Murphy and Ms. Wittman, the Board increased its size from 10 to 12 directors, and Ms. Murphy and Ms. Wittman will
join the Board to fill the resulting vacancies. No determinations as to committee appointments have been made at this time.
The
Board has determined that Ms. Murphy and Ms. Wittman are independent directors under the New York Stock Exchange listing standards and
the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines.
Ms.
Murphy and Ms. Wittman will participate in the compensation program for independent directors as described under “Corporate Governance
– Compensation of Directors” in AIG’s 2022 Notice of Annual Meeting and Proxy Statement filed with the Securities and
Exchange Commission on March 29, 2022.
There
are no arrangements or understandings with any person pursuant to which either individual was appointed to serve as a director of the
Company. Ms. Murphy and Ms. Wittman have no family relationship with any director or executive officer of the Company, and they have 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 these appointments 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.
EXHIBIT INDEX
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 27, 2023 |
By: |
/s/ Prabha Sipi Bhandari |
|
|
Name: |
Prabha Sipi Bhandari |
|
|
Title: |
Senior Vice President, Deputy General
Counsel and Corporate Secretary |
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