8-KLeadership ChangesExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Executive Changes (Jul 11, 2012)

Filed July 11, 2012For Securities:AIG

Summary

This Form 8-K filing by AMERICAN INTERNATIONAL GROUP, INC. (AIG) on July 11, 2012, primarily announces a significant change in its Board of Directors. Morris W. Offit has been re-elected to the Board and appointed as Chairman of the Finance and Risk Management Committee. This re-appointment comes after his recent retirement due to AIG's director retirement guidelines, but the Board deemed it essential due to other directors' resignations. Mr. Offit's return is motivated by his extensive knowledge of AIG's operations and his prior experience as a director. The Board's decision to have him rejoin reflects a strategic move to ensure experienced leadership, particularly within critical committees like Finance and Risk Management, at a time when other board members have departed for new executive roles. Mr. Offit will receive compensation consistent with that of independent directors.

Key Highlights

  • 1Morris W. Offit re-elected to AIG's Board of Directors on July 11, 2012.
  • 2Mr. Offit appointed as Chairman of the Finance and Risk Management Committee.
  • 3Re-election is a response to other directors' resignations: Donald H. Layton (to Freddie Mac CEO) and Laurette T. Koellner (to ILFC Executive Chairman).
  • 4Mr. Offit's return is based on his significant knowledge of AIG's businesses and prior board experience.
  • 5His appointment is permitted under AIG's retirement guidelines due to the circumstances.
  • 6Mr. Offit will receive pro-rated deferred stock units as compensation, aligned with independent director compensation.
  • 7A press release announcing the election is attached as an exhibit.

Frequently Asked Questions

Mr. Offit was re-appointed due to the unexpected resignations of two other directors, Donald H. Layton and Laurette T. Koellner. The Board believed his extensive knowledge of AIG's business and prior experience as a director were critical to maintaining experienced leadership, particularly in the Finance and Risk Management Committee.

Mr. Offit has been elected as a Director and appointed as the Chairman of the Finance and Risk Management Committee of the Board.

Mr. Offit had previously retired from the Board in accordance with AIG's retirement guidelines at the 2012 Annual Meeting of Shareholders. However, the Board has allowed him to rejoin until the 2013 Annual Meeting of Shareholders as a special circumstance, permitted by the guidelines, given the need for experienced leadership due to other director departures.

Mr. Offit will be granted a pro-rated annual award of deferred stock units, which is consistent with the compensation provided to AIG's independent directors.