8-KShareholder Matters

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Shareholder Vote Results (May 16, 2025)

Filed May 16, 2025For Securities:AIG

Summary

This 8-K filing reports on the outcomes of American International Group, Inc.'s (AIG) Annual Meeting of Shareholders held on May 14, 2025. The primary focus for investors is the shareholder approval of director elections, executive compensation, and the ratification of the independent auditor. All director nominees were overwhelmingly elected, indicating strong shareholder confidence in the current board leadership. Shareholders also provided an advisory vote on executive compensation ('Say-on-Pay') and the frequency of such votes. The filing details that AIG will continue to hold annual 'Say-on-Pay' votes based on the strong shareholder preference for an annual vote, a decision that will be reevaluated by the Board at or prior to the 2031 Annual Meeting. Furthermore, the appointment of PricewaterhouseCoopers LLP as AIG's independent auditor for 2025 was ratified with substantial support, reinforcing the company's commitment to transparent financial reporting and oversight.

Key Highlights

  • 1All director nominees were overwhelmingly elected to the Board of Directors with significant 'For' votes.
  • 2The advisory vote to approve Named Executive Officer compensation ('Say-on-Pay') received a majority of 'For' votes.
  • 3Shareholders strongly favored holding an advisory vote on executive compensation annually, with over 483 million votes in favor of a one-year frequency.
  • 4As a result of the 'Say-on-When' vote, AIG's Board will continue to hold annual 'Say-on-Pay' votes.
  • 5The appointment of PricewaterhouseCoopers LLP as AIG's independent auditor for 2025 was ratified by a substantial majority.
  • 6The strong voting results across these key proposals suggest general shareholder alignment with the company's governance and oversight practices.

Frequently Asked Questions

Yes, all director nominees presented at the Annual Meeting were overwhelmingly elected by shareholders to serve until the 2026 Annual Meeting or until their successors are elected and qualified. The voting results show a significant majority of 'For' votes for each nominee.

Shareholders cast an advisory vote to approve the compensation of AIG's named executive officers. The results indicate that a majority of shareholders voted 'For' the proposed executive compensation, signaling support for the company's compensation practices.

Based on the results of the 'Say-on-When' vote, where shareholders strongly favored an annual vote (over 483 million votes for 'One Year'), AIG's Board has determined that the company will continue to hold annual advisory votes on executive compensation. The Board will reassess this decision at or prior to the 2031 Annual Meeting.

Yes, the appointment of PricewaterhouseCoopers LLP to serve as AIG's independent auditor for 2025 was ratified by shareholders with a very strong majority of 'For' votes, indicating shareholder confidence in the firm's auditing services.