Executive Change

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):  February 27, 2023   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 4.875% Series A-3 Junior Subordinated Debentures AIG 67EU 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.   ¨             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.   Appointment of Diana M. Murphy and Vanessa A. Wittman to the Board of Directors   On February 27, 2023, the Board of Directors (the “Board”) of American International Group, Inc. (the “Company” or “AIG”) appointed Diana M. Murphy and Vanessa A. Wittman as directors of AIG, effective March 16, 2023. In connection with the election of Ms. Murphy and Ms. Wittman, the Board increased its size from 10 to 12 directors, and Ms. Murphy and Ms. Wittman will join the Board to fill the resulting vacancies. No determinations as to committee appointments have been made at this time.    The Board has determined that Ms. Murphy and Ms. Wittman are independent directors under the New York Stock Exchange listing standards and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines.   Ms. Murphy and Ms. Wittman will participate in the compensation program for independent directors as described under “Corporate Governance – Compensation of Directors” in AIG’s 2022 Notice of Annual Meeting and Proxy Statement filed with the Securities and Exchange Commission on March 29, 2022.   There are no arrangements or understandings with any person pursuant to which either individual was appointed to serve as a director of the Company. Ms. Murphy and Ms. Wittman have no family relationship with any director or executive officer of the Company, and they have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.   AIG’s press release  announcing these appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.   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 February 27, 2023. 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 February 27, 2023. 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: February 27, 2023 By:  /s/ Prabha Sipi Bhandari     Name: Prabha Sipi Bhandari     Title: Senior Vice President, Deputy General Counsel and Corporate Secretary