Current Report Filing (8-k)
November 04 2022 - 4:22PM
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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): November 2, 2022
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)) |
| |
|
| ¨ |
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 |
| Stock Purchase Rights |
|
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 Paola Bergamaschi to the Board
of Directors
On November 2, 2022, Paola
Bergamaschi was appointed to the Board of Directors (the “Board”) of American International Group, Inc. (the “Company”
or “AIG”), effective December 1, 2022. Committee appointments
for Ms. Bergamaschi will be made at a later date.
Ms. Bergamaschi has been determined
to be an independent director in accordance with the New York Stock Exchange listing standards and the Company’s independence guidelines,
as set forth in its Corporate Governance Guidelines.
Ms. Bergamaschi 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, which was filed with the Securities and Exchange Commission on March
29, 2022.
There are no arrangements
or understandings between Ms. Bergamaschi and any other person pursuant to which Ms. Bergamaschi was appointed to serve as a director.
Ms. Bergamaschi has no family relationship with any director or executive officer of the Company, and she has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of John G. Rice as Lead Independent
Director effective January 1, 2023; Douglas M. Steenland has decided not to stand for reelection in 2023
On November 2, 2022, the Board
appointed John G. Rice as the Board’s lead independent director, effective January 1, 2023, and Douglas M. Steenland has decided
that he will not stand for reelection to the Board at the Company’s 2023 annual meeting of shareholders.
AIG’s press release announcing
Ms. Bergamaschi’s appointment, Mr. Rice’s appointment to the role of lead independent director, and Mr. Steenland’s decision
not to stand for reelection to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference. References to Internet websites and social media sites in the press release are provided for convenience only. Information
available through those websites and social media sites is not incorporated by reference into this Form 8-K.
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: November 4, 2022 |
By: |
/s/ Prabha Sipi Bhandari |
| |
|
Name: |
Prabha Sipi Bhandari |
| |
|
Title: |
Senior Vice President, Deputy General Counsel and Corporate Secretary |
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