8-KCorporate ChangesOther EventsExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Bylaw Amendment (Nov 16, 2015)

Filed November 16, 2015For Securities:AIG

Summary

This Form 8-K filing from American International Group, Inc. (AIG) on November 16, 2015, announces significant updates to its corporate governance through amendments to its By-laws. The most impactful change for investors is the adoption of 'proxy access,' a mechanism that allows qualifying long-term shareholders to nominate director candidates for inclusion in AIG's proxy materials. This move aims to enhance shareholder engagement and potentially provide a more direct avenue for investors to influence board composition. The proxy access provisions permit a shareholder, or a group of up to 20 shareholders, holding at least 3% of outstanding common stock continuously for a minimum of three years, to nominate director nominees. These nominees can constitute up to the greater of two individuals or 20% of the Board. This change reflects a broader trend in corporate governance towards empowering shareholders and is a key development in AIG's relationship with its investors.

Key Highlights

  • 1AIG's Board of Directors approved amendments to the Company's By-laws on November 16, 2015.
  • 2The primary amendment introduces 'proxy access' to the By-laws.
  • 3Proxy access enables eligible shareholders to nominate director candidates for inclusion in company proxy materials.
  • 4To qualify, shareholders must collectively own at least 3% of outstanding common stock.
  • 5The 3% ownership stake must be held continuously for at least three years.
  • 6The shareholder group can nominate up to the greater of two directors or 20% of the Board.
  • 7These provisions apply provided the shareholder(s) and nominee(s) meet specific requirements outlined in the By-laws.

Frequently Asked Questions

Proxy access is a by-law provision that allows eligible shareholders to nominate director candidates and have those nominations included in the company's official proxy statement and ballot for annual meetings. For AIG investors, this is important because it provides a more direct and potentially less costly way to nominate directors compared to traditional proxy contests, thereby enhancing shareholder influence on board composition and corporate governance.

To utilize AIG's proxy access, a shareholder or a group of up to 20 shareholders must have owned at least 3% of the company's outstanding common stock continuously for a minimum of three years prior to the nomination.

Under AIG's amended by-laws, a qualifying shareholder or group can nominate director candidates representing up to the greater of two individuals or 20% of the total number of directors on the Board.

Yes, this Form 8-K filing includes Exhibit 3.1, which is the amended By-laws of American International Group, Inc., as adopted on November 16, 2015. It also includes Exhibit 99.1, a press release announcing the adoption of proxy access.