AIG 8-K
American International Group, Inc. (AIG)
8-K
2026-05-14
For: 2026-05-13
View Original
Added on
May 15, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2026 (May 13, 2026 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 770-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2026, the Board of Directors (the “Board”) of American International Group, Inc. (“AIG” or the “Company”) appointed Thomas D. Stoddard a director of the Company, effective June 1, 2026. Mr. Stoddard will serve on the Audit Committee of the Board.
The Board has determined that Mr. Stoddard is an independent director under the New York Stock Exchange listing standards.
Mr. Stoddard will participate in the compensation program for independent directors as described under “Corporate Governance - Director Compensation” in AIG’s 2026 Notice of Annual Meeting and Proxy Statement filed with the Securities and Exchange Commission on March 31, 2026.
There are no arrangements or understandings with any person pursuant to which Mr. Stoddard was appointed to serve as a director of the Company. Mr. Stoddard has no family relationship with any director or executive officer of the Company.
AIG’s press release announcing this appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 13, 2026, AIG held its Annual Meeting of Shareholders (the “Annual Meeting”). The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:
Proposal 1 – Election of Directors: The following individuals were elected to serve as members of AIG’s Board of Directors until the 2027 Annual Meeting or until the election and qualification of their successors. The voting results for each of the nominees were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| James Cole, Jr. | 461,745,104 | 3,346,458 | 286,990 | 27,587,076 | |||||||||||||||||||
| John (Chris) Inglis | 464,807,207 | 288,027 | 283,318 | 27,587,076 | |||||||||||||||||||
| Courtney Leimkuhler | 464,795,836 | 312,876 | 269,840 | 27,587,076 | |||||||||||||||||||
| Linda A. Mills | 413,428,551 | 51,680,818 | 269,183 | 27,587,076 | |||||||||||||||||||
| Diana M. Murphy | 423,706,844 | 41,123,373 | 548,335 | 27,587,076 | |||||||||||||||||||
| Juan R. Perez | 427,447,276 | 37,657,485 | 273,791 | 27,587,076 | |||||||||||||||||||
| Peter R. Porrino | 462,018,628 | 3,084,547 | 275,377 | 27,587,076 | |||||||||||||||||||
| John G. Rice | 461,756,522 | 3,192,529 | 429,501 | 27,587,076 | |||||||||||||||||||
| Vanessa A. Wittman | 464,601,110 | 509,736 | 267,706 | 27,587,076 | |||||||||||||||||||
| Peter Zaffino | 453,589,684 | 11,532,819 | 256,049 | 27,587,076 | |||||||||||||||||||
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation: The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 359,800,583 | 104,658,356 | 919,613 | 27,587,076 | |||||||||||||||||
Proposal 3 – Ratify Appointment of PricewaterhouseCoopers LLP to Serve as AIG’s Independent Auditor for 2026: The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 463,063,134 | 29,719,774 | 182,720 | — | |||||||||||||||||
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN INTERNATIONAL GROUP, INC. (Registrant) | |||||||||||
| Date: May 14, 2026 | By: | /s/ Christina Banthin | |||||||||
| Name: | Christina Banthin | ||||||||||
| Title: | Senior Vice President and Corporate Secretary | ||||||||||
| Press Release | Contacts: | ||||
| www.aig.com | Andrew Johnson (AIG Media): [email protected] | ||||
Quentin McMillan (AIG Investors): [email protected] | |||||
AIG Elects Tom Stoddard to its Board of Directors
NEW YORK – May 14, 2026 – American International Group, Inc. (NYSE: AIG) today announced that Thomas (Tom) Stoddard has been elected to its Board of Directors as an independent Director, effective June 1, 2026. With more than 35 years of senior leadership experience in the financial services sector across insurance, asset management and investment banking, Mr. Stoddard is a former Vice Chairman of Global Investment Banking at Bank of America.
Peter Zaffino, Chairman & Chief Executive Officer, AIG, said, “Tom’s deep expertise in property and casualty insurance and capital markets, together with his longstanding knowledge of AIG will be a very strong asset to our Board as we continue executing AIG’s strategic priorities and building on AIG’s momentum for the long term.”
Prior to Bank of America, Mr. Stoddard served as Group Chief Financial Officer of Aviva plc, a British multinational insurance company. He subsequently held the role of Group Chief Financial Officer at Athora Ltd., a European life insurance company founded by Apollo Global Management. Previously, Mr. Stoddard worked on deals and financing transactions at firms including Blackstone, where he was Senior Managing Director and Head of the Global Financial Institutions Group, and advised AIG among other global financial institutions.
“Tom is a highly accomplished finance executive whose extensive background across financial services and the global insurance industry make him an excellent addition to the AIG Board of Directors,” said John Rice, Lead Independent Director, AIG. “We look forward to leveraging his deep expertise in corporate governance and across the financial sector as we support AIG’s focus on delivering sustainable, long-term value for shareholders."
Mr. Stoddard added: “Having worked very closely with AIG in the past, I am deeply honored to join the AIG Board of Directors and eager to contribute to the company’s continued success. The impressive work that led to AIG’s incredible transformation and the company’s positioning as a global market leader with a strong track record of outstanding performance is a compelling vision for the future that I look forward to supporting.”
Earlier in his career, Mr. Stoddard co-founded and served as managing partner at Barrett Ellman Stoddard Capital Partners, a private equity investment and advisory firm, and spent more than a decade in investment banking covering financial institutions at UBS, Credit Suisse and Donaldson, Lufkin & Jenrette. He began his career as a corporate lawyer with Cravath, Swaine & Moore.
Mr. Stoddard serves on the Board of Directors of Prudential Financial, Inc. He holds a bachelor’s degree in economics from Swarthmore College, where he was a McCabe Scholar, and a JD from the University of Chicago Law School.
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About AIG
American International Group, Inc. (NYSE: AIG) is a leading global insurance organization. AIG provides insurance solutions that help businesses and individuals in more than 200 countries and jurisdictions protect their assets and manage risks through AIG operations, licenses and authorizations as well as network partners. For additional information, visit www.aig.com. This website with additional information about AIG has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.
AIG is the marketing name for the worldwide operations of American International Group, Inc. All products and services are written or provided by subsidiaries or affiliates of American International Group, Inc. Products or services may not be available in all countries and jurisdictions, and coverage is subject to underwriting requirements and actual policy language. Non-insurance products and services may be provided by independent third parties. Certain property casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds.