Item 5.02. Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangement of Certain Officers.
Appointment of James Cole, Jr.
On March 1, 2021, the Board of Directors (the "Board") of American International
Group, Inc. (the "Company" or "AIG") appointed James Cole, Jr. as a director of
AIG, effective March 15, 2021 (the "Effective Date"). No determinations as to
Mr. Cole's committee appointments have been made at this time. AIG's press
release announcing Mr. Cole's appointment is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
On the Effective Date, Mr. Cole will be granted a pro-rated annual award of
deferred stock units, consistent with the compensation of AIG's independent
directors, as described under "Corporate Governance - Compensation of Directors"
in AIG's 2020 Proxy Statement filed with the Securities and Exchange Commission
on March 31, 2020.
There are no arrangements or understandings between Mr. Cole and any other
persons pursuant to which he was selected as a director. Mr. Cole has no direct
or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Retirement of Henry Miller
On March 1, 2021, Henry Miller, a member of the Board, notified the Board and
AIG of his decision to retire from the Board, effective as of AIG's 2021 Annual
Meeting of Shareholders to be held on May 12, 2021, in accordance with Section
VI(C) of AIG's Corporate Governance Guidelines which states that no individual
shall stand for election as a director after reaching the age of 75, unless the
Board waives this limitation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of American International Group, Inc., dated March
2, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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