Shareholder Vote

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 13, 2022 ( May 11, 2022 )   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 5.75% Series A-2 Junior Subordinated Debentures AIG 67BP New York Stock Exchange 4.875% Series A-3 Junior Subordinated Debentures AIG 67EU New York Stock Exchange Stock Purchase Rights New York Stock Exchange Depositary Shares Each Representing a 1/1,000 th Interest in a Share of Series A 5.85% Non-Cumulative Perpetual Preferred Stock AIG PRA 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.   ¨       No Trading Symbol True       Section 5 – Corporate Governance and Management   Item 5.07. Submission of Matters to a Vote of Security Holders.   On May 11, 2022, American International Group, Inc. (“AIG”) held its Annual Meeting of Shareholders. The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:   Proposal 1 – Election of Directors: Our shareholders elected the following ten directors to serve until the 2023 Annual Meeting or until a successor is duly elected and qualified. The voting results for each of the nominees were as follows:       For     % 1   Against     Abstain     Broker Non- Votes   James Cole, Jr.   668,265,931     96.89     21,383,003     211,511     30,343,891   W. Don Cornwell   581,103,960     85.14     101,379,603     7,376,882     30,343,891   William G. Jurgensen   614,859,776     89.15     74,790,053     210,616     30,343,891   Linda A. Mills   669,895,967     97.13     19,758,085     206,393     30,343,891   Thomas F. Motamed   680,988,050     98.74     8,655,716     216,679     30,343,891   Peter R. Porrino   685,200,408     99.35     4,447,878     212,159     30,343,891   John G. Rice   688,325,541     99.81     1,305,472     229,432     30,343,891   Douglas M. Steenland   576,402,691     83.57     113,252,372     205,382     30,343,891   Therese M. Vaughan   681,633,381     98.83     8,021,901     205,163     30,343,891   Peter Zaffino   657,753,981     95.51     30,895,288     1,211,176     30,343,891       Proposal 2 – Non-binding Advisory Vote to Approve Executive Compensation: Our shareholders approved the 2021 compensation of AIG’s named executives. The voting results were as follows:   For   % 1 Against   Abstain   Broker Non- Votes 650,402,179   94.36   38,841,530   616,736   30,343,891     Proposal 3 – Ratification of the selection of PricewaterhouseCoopers LLP (“PwC”) as AIG’s independent registered public accounting firm for 2022: Our shareholders ratified the selection of PwC as our independent registered public accounting firm for 2022. The voting results were as follows:   For   % 1 Against   Abstain   Broker Non- Votes 652,749,541   90.66   67,241,561   213,234   0     Proposal 4 – Shareholder Proposal to Reduce the Threshold to Call Special Meetings from 25 Percent to 10 Percent: Our shareholders did not approve this proposal. The voting results were as follows:   For   % 1 Against   Abstain   Broker Non- Votes 265,331,710   38.49   423,883,434   645,301   30,343,891     1 Votes cast “For” as a percentage of total votes cast “For” and “Against.”         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 13, 2022 By:  /s/ Ariel R. David     Name: Ariel R. David     Title: Vice President and Deputy Corporate Secretary