8-KLeadership ChangesCorporate ChangesExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Executive Changes (Jun 16, 2008)

Filed June 16, 2008For Securities:AIG

Summary

This 8-K filing from American International Group (AIG) on June 16, 2008, announces a significant leadership change. Effective June 15, 2008, Robert B. Willumstad has been elected Chief Executive Officer, succeeding Martin J. Sullivan. Mr. Willumstad, who has served as Chairman of the Board since November 2006, will retain his Chairman role. This transition marks the departure of Mr. Sullivan from AIG and its Board of Directors. In addition to the CEO change, AIG's Board of Directors has amended its bylaws to formalize the structure of the Chairman and CEO roles, allowing them to be held by the same individual, and has created the position of Lead Independent Director. Stephen F. Bollenbach has been appointed to this new role, enhancing independent oversight of the Board's activities. Details regarding compensation for Mr. Willumstad and transition arrangements for Mr. Sullivan were not yet determined at the time of filing.

Key Highlights

  • 1Robert B. Willumstad appointed Chief Executive Officer, effective June 15, 2008.
  • 2Martin J. Sullivan has departed AIG and its Board of Directors.
  • 3Robert B. Willumstad will continue to serve as Chairman of the Board.
  • 4AIG's bylaws were amended to allow the Chairman of the Board to also serve as CEO.
  • 5A new position, Lead Independent Director, was created on the Board.
  • 6Stephen F. Bollenbach appointed as the Lead Independent Director.
  • 7Compensation details for the new CEO and transition arrangements for the former CEO were not disclosed in this filing.

Frequently Asked Questions

The filing does not explicitly state the reasons for Martin J. Sullivan's departure. It only announces that Robert B. Willumstad was elected as his successor and that Mr. Sullivan is leaving the company and its Board.

The creation of the Lead Independent Director role, filled by Stephen F. Bollenbach, is intended to strengthen independent oversight of the Board. This individual will serve as an ex-officio member of board committees, providing a point of leadership for independent directors.

Robert B. Willumstad, age 62, is a co-founder and partner of private equity firm Brysam Global Partners. He is the former President and Chief Operating Officer of Citigroup Inc., where he held executive positions until his retirement in September 2005. He has also been AIG's Chairman of the Board since November 2006.

The filing states that compensation arrangements for Mr. Willumstad have not yet been determined. Investors will likely need to refer to future filings, such as proxy statements or subsequent 8-K reports, for this information.