AMERICAN INTERNATIONAL GROUP INC
For the period ended May 15, 2024. Filed Apr 2, 2024.
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May 15, 2024 · Filed Apr 2, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
American International Group, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
A Letter from our Chairman & Chief Executive Officer
| Peter ZaffinoChairman & Chief Executive Officer | Dear Fellow Shareholders: |
|---|---|
| I am very pleased with the progress AIG made in 2023 and will highlight our significant achievements throughout the year. Our sustained financial performance over the last several years has enabled us to continue to position AIG as a top-performing global insurer. Over the course of the year, we made significant strategic, operational and financial advancements, which created substantial value for AIG’s colleagues, clients, and shareholders, and provided significant momentum as we enter 2024. Our very strong financial results last year were led by excellent underwriting performance, expense discipline as we continued investing for the future, increased investment income, and execution of a balanced capital management strategy. In 2023, we delivered exceptional underwriting profitability that surpassed our 2022 results and delivered a second consecutive year of underwriting income in excess of $2 billion. To put this in context, AIG had significant underwriting losses from 2008-2018, making today’s performance even more impressive. Now, we are well positioned with our breadth and depth of expertise and talent in underwriting, operational capabilities, and claims service to drive AIG’s continued progress. During 2023, we also reached several important milestones by simplifying our business, executing on several divestitures that further re-positioned our portfolio, and significantly reducing volatility. We made remarkable progress towards the separation of Corebridge, completing three secondary offerings that generated approximately $2.9 billion in proceeds. At year end, our ownership stake in Corebridge was approximately 52%, and we expect to continue reducing our ownership of Corebridge in 2024, subject to market conditions. When we are not the majority owner of Corebridge and no longer control its board, we will no longer consolidate our financial results, and this will enable us to be positioned as a leading global property and casualty insurer. Our outstanding performance and strategic positioning in 2023 enabled the execution of our thoughtful and balanced capital management strategy. We increased financial flexibility while reducing debt by $1.4 billion and returning approximately $4 billion to AIG shareholders through $3 billion of common stock repurchases and $1 billion of common stock dividends, including a 12.5% increase in the second quarter of 2023. We finished 2023 with very strong parent liquidity of $7.6 billion, giving us ample capacity to continue executing on our capital management priorities going forward.AIG entered 2024 with strong momentum and we have introduced AIG Next, our future-state business model that will create additional value by weaving a leaner, more unified company together. AIG Next will result in further expense reductions and will support our progress toward achieving our Adjusted Return on Common Equity target of 10% plus, while also creating a less complex company. We are able to deliver multiple high-quality outcomes while moving with pace thanks to the commitment and teamwork of our AIG colleagues around the world. As you will hear from the Board’s Lead Independent Director, John Rice, we enhanced our governance practices in 2023, anchored by active engagement with AIG’s investors and continued refreshment of our Board of Directors. Since our last shareholder meeting in May 2023, the Board welcomed two highly accomplished and eminently qualified Directors, Jimmy Dunne and Chris Inglis.The Board encourages you to read this Proxy Statement and the accompanying Annual Report, and we welcome you to join AIG’s virtual Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/AIG2024, on May 15, 2024, at 11:00 a.m. Eastern Time.AIG is well positioned to help our clients and partners solve a vast array of risk issues while working closely with our stakeholders to navigate an increasingly complex global socioeconomic environment. All of our stakeholders have recognized that we are now setting the standards in the global insurance industry.I thank you for your continued investment of capital and support, and I look forward to continuing to build on the progress we have made as we create the AIG of the future and provide exceptional value to our stakeholders.Sincerely,Peter ZaffinoChairman & CEO | |
AIG 2024 PROXY STATEMENT 1
A Letter from our LeadIndependent Director
| John G. RiceLead Independent Director | Dear Fellow Shareholders: |
|---|---|
| I joined AIG’s Board in 2022 and have been honored to serve as Lead Independent Director since January 1, 2023. AIG management and the Board communicate openly and candidly so that the Board can effectively perform its role. Our meeting agendas are established with the Chairman and CEO and designed to ensure we spend time on the most important matters including both opportunities and challenges. We have executive sessions as part of every meeting, and there is regular director interaction between meetings so questions can be posed, and ideas can be shared.The Board makes an effort to engage consistently and productively with shareholders. This engagement was substantial again this year, with outreach to investors representing 68.9% of shares outstanding and resulting meetings with those representing 54.3% of shares outstanding. Following feedback from investors at these meetings, the Board completed a comprehensive review and update of AIG’s Corporate Governance Guidelines, which led to broader duties for the Lead Independent Director.We have added two new directors who will be standing for reelection, along with the rest of the Board, at this year’s Annual Meeting. With the addition of Jimmy Dunne and Chris Inglis, the Board stands to benefit from these executives’ business acumen, diverse experience in complex strategic initiatives, and deep commitment to the company. These individuals bring complementary skillsets while also understanding that the Board, as a whole, must be greater than the sum of its parts. Simply stated, our job is to work as a team to represent your interests and support the management team.As Peter has shared, AIG’s strategic, operational and financial momentum continues, thanks to the hard work of the leadership team and their colleagues around the world. In Peter Zaffino, we have an exceptional leader who is building the team, and the Company, for the future. Your Board will continue to evolve by regularly assessing our performance, seeking shareholder feedback, and working to ensure our efforts are commensurate with what our shareholders expect.Thank you for your continued support of AIG. The Board encourages you to read this Proxy Statement and welcomes you to join AIG’s virtual Annual Meeting of Shareholders at www.virtualshareholdermeeting.com/AIG2024 on Wednesday, May 15, 2024, at 11:00 a.m. Eastern Time.Sincerely,John G. RiceLead Independent Director | |
2 AIG 2024 PROXY STATEMENT
| Notice ofAnnual Meetingof Shareholders | 2024 Annual Meeting of Shareholders to be Held Virtually:This year’s meeting will be held in a virtual format only. Please visit www.virtualshareholdermeeting.com/AIG2024Date and Time:May 15, 202411:00 a.m. Eastern Time |
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April 2, 2024
Matters to be Voted On:
Election of the Ten Director Nominees Named in this Proxy Statement
Advisory Vote to Approve Named Executive Officer Compensation
Ratify Appointment of PricewaterhouseCoopers LLP (PwC) to Serve as Independent Auditor for 2024
Consideration of the Two Shareholder Proposals in this Proxy Statement, if Properly Presented at the Annual Meeting
Other business, if Properly Presented at the Annual Meeting
Your vote is very important. We encourage you to vote.
Who May Vote:
If you owned shares of American International Group, Inc. (AIG Parent) common stock at the close of business on March 18, 2024 (the record date), you are entitled to receive this Notice of the 2024 Annual Meeting and to vote at the 2024 Annual Meeting, either during the virtual meeting or by proxy.
How to Participate:
To participate in the 2024 Annual Meeting via the website (www.virtualshareholdermeeting.com/AIG2024), enter the 16-digit voting control number found on your proxy card, voting instruction form, notice of internet availability of proxy materials, or email notification. You can find detailed instructions on page 99 of this Proxy Statement.
Please carefully review this Proxy Statement and vote in one of the four ways identified on this page under “How to Vote.”
By Order of the AIG Board of Directors.
Chris Banthin
Senior Vice President and Corporate Secretary
How to Vote:
By Telephone
Call the telephone number on your proxy card or voting instruction form or in other communications
By the Internet
Go to www.proxyvote.com and follow the instructions
By Mail
Sign, date and mail your proxy card or voting instruction form in the enclosed envelope
Online During the Meeting
Attend the 2024 Annual Meeting online. See page 100 for instructions on how to attend and vote online
The Board of Directors (the Board) is soliciting proxies to be voted at our 2024 Annual Meeting of Shareholders on May 15, 2024, and at any postponed or reconvened meeting. We expect that the proxy materials and notice of internet availability will be mailed and made available to shareholders beginning on or about April 2, 2024.
AIG 2024 PROXY STATEMENT 3
| A Letter from our Chairman & Chief Executive Officer | 1 |
|---|---|
| A Letter from our Lead Independent Director | 2 |
| Notice of Annual Meeting of Shareholders | 3 |
| Proxy Statement Summary | 5 |
| Voting Matters and Vote Recommendation | 5 |
| What's New | 5 |
| About Us | 6 |
| 2023 Highlights | 7 |
| Executive Compensation Highlights | 8 |
| Corporate Governance Highlights | 8 |
| Proposal 1—Election of Directors | 12 |
| Board Composition and Refreshment Process | 12 |
| Director Nominees | 15 |
| Corporate Governance | 22 |
| Our Continuing Commitment to Effective and Robust Corporate Governance Practices | 22 |
| Board Leadership Structure | 23 |
| Areas of Board Oversight | 26 |
| Board Committees | 29 |
| Director Compensation | 32 |
| Shareholder Engagement | 34 |
| Ownership of Certain Beneficial Owners | 36 |
| Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation | 38 |
| Compensation Discussion and Analysis (see detailed table of contents on this page) | 39 |
| 2023 Executive Compensation | 71 |
|---|---|
| 2023 Summary Compensation Table | 71 |
| 2023 Grants of Plan-Based Awards | 74 |
| Holdings of and Vesting of Previously Awarded Equity | 75 |
| Post-Employment Compensation | 78 |
| Potential Payments on Termination | 80 |
| Pay Ratio | 85 |
| Pay Versus Performance | 85 |
| Equity Compensation Plan Information | 89 |
| Compensation Glossary | 90 |
| Report of the Audit Committee | 91 |
| Proposal 3—Ratify Appointment of PwC toServe as Independent Auditor for 2024 | 92 |
| Proposal 4—Shareholder Proposal Requesting an Independent Board Chair Policy | 94 |
| Shareholder Proposal | 94 |
| AIG Statement in Opposition | 95 |
| Proposal 5—Shareholder Proposal Requesting a Director Resignation By-Law | 97 |
| Shareholder Proposal | 97 |
| AIG Statement in Opposition | 98 |
| Frequently Asked Questions About the Annual Meeting | 99 |
| Other Important Information | 104 |
| Appendix A - Non-GAAP Financial Measures | A-1 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held virtually on May 15, 2024. The Notice of the 2024 Annual Meeting of Shareholders and Proxy Statement, as well as our 2023 Annual Report, are available free of charge at www.proxyvote.com or at www.aig.com. References in either document to our website are for the convenience of readers, and information available at or through our website is not a part of, nor is it incorporated by reference in, the Proxy Statement or Annual Report.
Our principal executive offices are located at 1271 Avenue of the Americas, New York, New York, 10020-1304.
Note: In this Notice of the 2024 Annual Meeting of Shareholders and Proxy Statement, we use the terms the "Company," "AIG," "we," "us" and "our" to refer to AIG and its consolidated subsidiaries unless the context refers to AIG Parent only.
4 AIG 2024 PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.