Form 8-K
8-K — AMERICAN INTERNATIONAL GROUP, INC.
Accession: 0000005272-26-000066
Filed: 2026-05-14
Period: 2026-05-13
CIK: 0000005272
SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — aig-20260513.htm (Primary)
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8-K
8-K (Primary)
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aig-20260513
FALSE000000527200000052722026-05-132026-05-13
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)
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8787 13-2592361
(State or other jurisdiction
of incorporation) (Commission File Number) (IRS Employer Identification No.)
1271 Avenue of the Americas
New York, New York 10020
(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
Common Stock, Par Value $2.50 Per Share AIG New York Stock Exchange
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.
99.1
Press release of American International Group, Inc., dated May 14, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
EXHIBIT INDEX
Exhibit No. Description
99.1
Press release of American International Group, Inc., dated May 14, 2026.
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
EX-99.1
EX-99.1
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Document
Press Release Contacts:
www.aig.com
Andrew Johnson (AIG Media): andrew.r.johnson@aig.com
Quentin McMillan (AIG Investors): quentin.mcmillan@aig.com
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.
# # #
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.
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