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AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Bylaw Amendment (May 12, 2011)

Filed May 12, 2011For Securities:AIG

Summary

This 8-K filing from American International Group, Inc. (AIG) on May 12, 2011, primarily details the outcomes of their Annual Meeting of Shareholders held on May 11, 2011. Key events include the approval of an Amended and Restated Certificate of Incorporation aimed at protecting the company's tax attributes by restricting certain stock transfers. Shareholders also overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2011 and approved a non-binding resolution on executive compensation. All director nominees were elected, and the Tax Asset Protection Plan was ratified.

Key Highlights

  • 1AIG shareholders approved an amendment to the Certificate of Incorporation to restrict certain transfers of AIG Common Stock, specifically to preserve the company's tax attributes.
  • 2The company's independent auditor for 2011, PricewaterhouseCoopers LLP, was ratified by a significant majority of shareholders.
  • 3A non-binding shareholder resolution to approve executive compensation received majority approval.
  • 4All fourteen nominated directors were elected to serve a one-year term.
  • 5The American International Group, Inc. Tax Asset Protection Plan was ratified by shareholders.
  • 6A shareholder proposal to restrict hedging transactions did not receive majority approval and was therefore not adopted.

Frequently Asked Questions

The primary purpose of the Amended and Restated Certificate of Incorporation is to protect AIG's tax attributes by restricting certain transfers of its common stock. This is a measure to preserve valuable tax assets for the company.

Shareholders approved a non-binding resolution to approve executive compensation. While advisory in nature, this indicates shareholder support for the company's compensation practices.

Yes, a shareholder proposal relating to restricting hedging transactions did not receive the approval of a majority of the outstanding shares of AIG Common Stock and was therefore not approved.

AIG's independent registered public accounting firm for 2011 is PricewaterhouseCoopers LLP. Their appointment was ratified by shareholders.