8-KLeadership ChangesCorporate ChangesOther Events+1

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Executive Changes (Jul 14, 2014)

Filed July 14, 2014For Securities:AIG

Summary

This 8-K filing from American International Group, Inc. (AIG) on July 14, 2014, details significant executive and corporate governance changes. Most notably, it announces the upcoming appointment of Peter D. Hancock as President and CEO, effective September 1, 2014, and his concurrent appointment to the Board of Directors. In conjunction with this promotion, Mr. Hancock's compensation package has been substantially revised, including an increase in base salary, short-term incentives, and long-term incentives, reflecting his expanded leadership role. Additionally, AIG's By-laws were amended on July 9, 2014, to streamline stockholder meeting procedures and alter the voting standard for stockholder proposals. The new By-laws allow the chairman to adjourn meetings in the absence of a quorum and change the approval threshold for stockholder proposals to a majority of votes cast, excluding abstentions and broker non-votes, aligning it with management proposals. The filing also confirms the completion of AIG's tender offer for certain debt securities, with approximately $2.5 billion in principal amount accepted for purchase.

Key Highlights

  • 1Peter D. Hancock appointed President and CEO effective September 1, 2014.
  • 2Peter D. Hancock also appointed to the AIG Board of Directors.
  • 3Peter D. Hancock's annual base salary increased to $1,600,000.
  • 4Target short-term incentive compensation for Hancock increased to $3,200,000.
  • 5Target long-term incentive compensation for Hancock increased to $7,000,000.
  • 6AIG's By-laws amended to allow chairman to adjourn meetings without a quorum.
  • 7Voting standard for stockholder proposals changed to a majority of votes cast (excluding abstentions/broker non-votes).
  • 8AIG completed a tender offer for certain debt securities, accepting approximately $2.5 billion.

Frequently Asked Questions

Peter D. Hancock will assume the role of President and CEO of AIG, effective September 1, 2014. He will also join the Board of Directors on the same date.

Effective September 1, 2014, Mr. Hancock's annual base salary is increased to $1,600,000. His target short-term incentive compensation is set at $3,200,000 (prorated), and his target long-term incentive compensation is increased to $7,000,000, with an additional grant reflecting the increase.

The By-laws were amended to allow the chairman of a stockholder meeting to adjourn the meeting if a quorum is not present. Additionally, the voting standard for stockholder proposals has been changed from requiring a majority of all outstanding shares to a majority of shares voted, excluding abstentions and broker non-votes.

Yes, AIG announced the final results of its debt tender offer, accepting certain securities for purchase for an aggregate price of approximately $2.5 billion, plus accrued interest. Payment for these accepted securities was made on July 14, 2014.