AIG Files 8-K: Corporate Updates and Financial Disclosures

TL;DR

AIG filed an 8-K on May 17th for events on May 15th, covering corporate changes and financial exhibits.

AI Summary

On May 17, 2024, American International Group, Inc. (AIG) filed an 8-K report detailing events that occurred on May 15, 2024. The filing includes information regarding amendments to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. No specific dollar amounts or new material events were detailed in the provided excerpt.

Why It Matters

This filing provides updates on AIG's corporate governance and financial reporting, which are important for investors to understand the company's structure and performance.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate actions and financial exhibits, not indicating any immediate material adverse events.

Key Players & Entities

• AMERICAN INTERNATIONAL GROUP, INC. (company) — Registrant
• May 17, 2024 (date) — Date of Report
• May 15, 2024 (date) — Earliest Event Reported

FAQ

Key Financial Figures

• $2.50 — ich registered Common Stock, Par Value $2.50 Per Share AIG New York Stock Exchange
• $5.00 — articipating Preferred Stock, par value $5.00 per share ("Participating Preferred Sto

Filing Documents

• aig-20240515.htm (8-K) — 72KB
• exhibit31-certificateofeli.htm (EX-3.1) — 10KB
• exhibit32-certificateofeli.htm (EX-3.2) — 11KB
• exhibit33-restatedcertific.htm (EX-3.3) — 106KB
• 0000005272-24-000055.txt ( ) — 395KB
• aig-20240515.xsd (EX-101.SCH) — 3KB
• aig-20240515_def.xml (EX-101.DEF) — 15KB
• aig-20240515_lab.xml (EX-101.LAB) — 28KB
• aig-20240515_pre.xml (EX-101.PRE) — 16KB
• aig-20240515_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

07. Submission of Matters to a Vote of Security Holders

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 - F

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 3.1 American International Group, Inc. Certificate of Elimination of the Participating Preferred Stock . 3.2 American International Group, Inc. Certificate of Elimination of the Series A 5.85% Non-Cumulative Perpetual Preferred Stock. 3.3 Restated Certificate of Incorporation of American International Group, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). EXHIBIT INDEX Exhibit No. Description 3.1 American International Group, Inc. Certificate of Elimination of the Participating Preferred Stock. 3.2 American International Group, Inc. Certificate of Elimination of the Series A 5.85% Non-Cumulative Perpetual Preferred Stock. 3.3 Restated Certificate of Incorporation of American International Group, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

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View this 8-K filing on SEC EDGAR