01—Abstract
Summary
Summary of the 8-K filed May 14, 2026. Cited figures are marked; the original filing is the authoritative source.
On May 13, 2026, AIG's Board appointed Thomas D.
(Tom) Stoddard as an independent director, effective June 1, 2026. He will serve on the Audit Committee and will receive the standard independent director compensation described in the 2026 proxy statement. The Board determined he is independent under NYSE standards, and the filing states there are no arrangements or family relationships tied to his appointment.
Stoddard brings more than 35 years of financial services experience, including former Group CFO roles at Aviva plc and Athora Ltd. and a prior role as Vice Chairman of Global Investment Banking at Bank of America. The press release notes he has worked closely with AIG in the past. The same filing reports results from AIG's May 13, 2026 Annual Meeting.
All ten director nominees were elected, though several received substantial opposition. Linda A. Mills (about 89%a for) and Diana M.
Murphy (about 91%b for) had the weakest support among nominees, while James Cole, Jr. and other nominees received roughly 97% to 99% support of votes cast. The advisory say-on-pay proposal on named executive officer compensation passed, but with only about 77.5% of votes cast in favor and roughly 104.7 million votes against, which is a meaningful level of shareholder dissent for investors to monitor. The selection of PricewaterhouseCoopers LLP as 2026 independent auditor was ratified with about 94% support.
For investors, the governance changes are incremental: a new independent director with deep financial sector and capital markets experience joining the Audit Committee. The more notable signal is the moderate say-on-pay result and the lower director support for Mills and Murphy, which may warrant attention in future proxy and engagement discussions. The filing contains no financial results, guidance, or transaction disclosures.
02—Key points
Key Highlights
- Board appointed Thomas D. (Tom) Stoddard as an independent director effective June 1, 2026, and he will join the Audit Committee.
- Stoddard has over 35 years of financial services experience, including former Group CFO roles at Aviva plc and Athora Ltd., and previously served as Vice Chairman of Global Investment Banking at Bank of America.
- All ten director nominees were elected at the May 13, 2026 Annual Meeting, with Linda A. Mills (about 89% for) and Diana M. Murphy (about 91% for) receiving the lowest support.
- Say-on-pay advisory vote passed with about 77.5% of votes cast in favor (359.8 million for vs. 104.7 million against), signaling notable shareholder dissent on executive compensation.
- Shareholders ratified PricewaterhouseCoopers LLP as the 2026 independent auditor with about 94% of votes cast in favor (463.1 million for vs. 29.7 million against).
- The filing contains no financial results, guidance, or transaction disclosures; the director appointment is the principal corporate change reported.
03—Questions
Frequently Asked Questions
Who is Thomas Stoddard and why was he appointed to AIG's Board?
Thomas D. Stoddard is a financial services executive with more than 35 years of experience across insurance, asset management, and investment banking. He is a former Group CFO of Aviva plc and Athora Ltd. and previously served as Vice Chairman of Global Investment Banking at Bank of America. The press release quotes Chairman and CEO Peter Zaffino citing his property and casualty insurance and capital markets expertise and his longstanding knowledge of AIG. The filing does not specify a formal reason beyond these qualifications.
Will Stoddard be considered independent and what committee will he serve on?
Yes. The Board determined that Stoddard is independent under NYSE listing standards. He will serve on the Audit Committee and will participate in the compensation program for independent directors described in AIG's 2026 proxy statement.
Did shareholders approve AIG's executive compensation at the 2026 Annual Meeting?
The advisory say-on-pay proposal passed, with 359.8 million votes for, 104.7 million against, and about 0.9 million abstentions. This equates to roughly 77.5% of votes cast in favor. The vote is advisory and non-binding, but the level of opposition is significant enough that investors may want to monitor how the Board responds in future proxy disclosures.
Were any directors elected with weak shareholder support?
All ten nominees were elected. Linda A. Mills received about 413.4 million votes for and 51.7 million against (roughly 89% support), and Diana M. Murphy received about 423.7 million for and 41.1 million against (roughly 91% support). Other nominees, such as James Cole, Jr., Chris Inglis, and Courtney Leimkuhler, received support above 98% of votes cast.
04—Continue