AMERICAN INTERNATIONAL GROUP, INC.
For the period ended May 13, 2026. Filed Mar 31, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2026 · Filed Mar 31, 2026
AIG$77.75-3.9%Stored close · as of Nov 6, 2026
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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. )
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☐ 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.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☐ 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 and our Lead Independent Director
| Dear Fellow Shareholders:2025 was an exceptional year of accomplishment for AIG. We delivered sustained underwriting excellence, balanced capital management, strong financial performance and made excellent progress against our strategy to successfully position AIG for the future.AIG’s performance represents the culmination of our multi-year strategic repositioning and outstanding execution. Our work to revise underwriting standards, modernize operations, divest non-core businesses, continue to evolve reinsurance to manage volatility, simplify our structure, and strengthen the balance sheet reached an important inflection point in 2025. For the first time since 2008, we generated more than $2 billion in underwriting income, and delivered Net income per diluted share of $5.43, compared to net loss per diluted share of $2.17 in the prior year and $7.09 in adjusted after-tax income per diluted share, a 43 percent increase year-over-year. We returned $6.8 billion of capital to shareholders and ended the year with an 18 percent debt-to-capital ratio.At the same time, we have been focused on AI and its benefits. We accelerated the deployment of GenAI across our core underwriting and claims processes, entered into strategic transactions with Convex Group, Onex Corporation and Everest Group, and expanded our special purpose vehicle strategy with partners including Blackstone, Amwins and Palantir. Together, these initiatives strengthened AIG and support long-term earnings growth.In early 2025, we hosted an Investor Day where management outlined a clear, compelling strategy and set ambitious financial objectives. The company is on track to achieve or exceed each of its Investor Day objectives. In 2025, AIG delivered strong Earnings per Share growth, surpassed its target Core Operating Return on Equity, and returned significant capital to shareholders.During 2025, the Board remained focused on CEO succession and the continuation of a multi-year succession planning process. Following Mr. Zaffino's notice that he was considering retiring as CEO, we selected Eric Andersen who joined AIG in February as President & CEO Elect. A highly experienced global insurance leader with nearly 30 years at Aon, Mr. Andersen is known for his integrity, strategic vision, and proven ability to drive shareholder value. He is expected to assume the role of Chief Executive Officer and join the Board of Directors on or after June 1, 2026, with Mr. Zaffino continuing to serve as Executive Chair to support a seamless transition and ensure continuity. The Board is confident that Mr. Andersen is the right leader for AIG’s next chapter, and is well prepared to drive the company forward.In addition to our focus on succession planning, the Board remained actively engaged throughout the year. During 2025, we conducted a two-day strategy session in London with the leaders of our International Commercial business lines. We also deepened our focus on AI as an enabler of future growth, spending time with management to review AIG’s progress in scaling GenAI across the enterprise, enhancing end-to-end processes and optimizing portfolios. We conducted extensive shareholder outreach to investors representing approximately 76 percent of the company’s shares outstanding and held meetings with those representing 50 percent of shares outstanding. We leveraged insights from these sessions to inform our governance and oversight.On behalf of the Board and our colleagues, we would like to extend our sincere gratitude to Paola Bergamaschi and Jimmy Dunne for their dedication and contributions to AIG. Ms. Bergamaschi stepped down from the Board in October 2025 in connection with her appointment to the Board of Directors of Talbot Underwriting Ltd., an AIG subsidiary. Mr. Dunne will retire on the day of the Annual Meeting.AIG’s foundation is stronger than it has been in decades, supported by a compelling strategy, an outstanding management team, and an exceptional track record of execution. We look forward to sharing our progress with you at the Annual Meeting of Shareholders, which will be held on May 13, 2026, at 11:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/AIG2026.Thank you for your continued engagement and support. Sincerely, | |
|---|---|
| Peter ZaffinoChairman & Chief Executive Officer | |
| John G. RiceLead Independent Director | |
| Peter ZaffinoChairman & CEO | John G. RiceLead Independent Director |
AIG 2026 PROXY STATEMENT 1
| March 31, 2026Matters to Be Voted On:1Election of the Ten Director Nominees Named in this Proxy Statement2Advisory Vote to Approve Named Executive Officer Compensation3Ratify Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 20264Other business, if Properly Presented at the Annual MeetingYour vote is very important. We encourage you to vote.Who May Vote:If you owned shares of American International Group, Inc. common stock at the close of business on March 16, 2026 (the record date), you are entitled to receive this Notice of the 2026 Annual Meeting and to vote at the 2026 Annual Meeting, either during the virtual meeting or by proxy.How to Participate: To participate in the 2026 Annual Meeting via the website (www.virtualshareholdermeeting.com/AIG2026), 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 105 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 Board of Directors. Sincerely, Chris Banthin Senior Vice President and Corporate SecretaryThe Board of Directors is soliciting proxies to be voted at our 2026 Annual Meeting of Shareholders on May 13, 2026, 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 March 31, 2026. | 2026 Annual Meeting of Shareholders to be Held in Virtual Format Only: |
| Time11:00AM ET | |
| How to Vote: | |
| TelephoneCall the telephone number on your proxy card or voting instruction form or in other communications | |
| Internet Go to www.proxyvote.com and follow the instructions | |
| Mail Sign, date and mail your proxy card or voting instruction form in the enclosed envelope | |
| Online during the Meeting Attend the 2026 Annual Meeting online. See page 105 for instructions on how to attend and vote online |
2 AIG 2026 PROXY STATEMENT
| A Letter from our Chairman & Chief Executive Officer and our Lead Independent Director | 1 |
|---|---|
| Notice of Annual Meeting of Shareholders | 2 |
| Certain Important Terms | 4 |
| Proxy Statement Summary | 6 |
| Voting Matters and Vote Recommendation | 6 |
| What's New | 6 |
| About Us | 7 |
| Leadership Transition | 7 |
| 2026 Priorities and 2025 Highlights | 8 |
| Governance Snapshot | 9 |
| Corporate Governance Highlights | 10 |
| Proposal 1—Election of Directors | 13 |
| Board Composition and Refreshment Process | 14 |
| Director Nominees | 17 |
| Corporate Governance | 23 |
| Our Continuing Commitment to Effective and Robust Corporate Governance Practices | 23 |
| Corporate Governance Framework | 24 |
| Board Structure | 25 |
| Board Committees | 28 |
| Areas of Board Oversight | 31 |
| Director Compensation | 35 |
| Stakeholder Engagement | 37 |
| Ownership of Certain Beneficial Owners | 39 |
| Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation | 40 |
|---|---|
| Letter from the Compensation and Management Resources Committee | 41 |
| Compensation Discussion and Analysis (see detailed table of contents on page 43) | 43 |
| 2025 Executive Compensation | 86 |
| 2025 Summary Compensation Table | 86 |
| 2025 Grants of Plan-Based Awards | 88 |
| Outstanding Equity Awards at December 31, 2025 | 89 |
| Option Exercises and Vesting of Stock-Based Awards During 2025 | 91 |
| Potential Payments on Termination | 91 |
| Pay Ratio | 97 |
| Pay Versus Performance | 97 |
| Equity Compensation Plan Information | 100 |
| Report of the Audit Committee | 101 |
| Proposal 3—Ratify Appointment of PwC toServe as Independent Auditor for 2026 | 102 |
| Frequently Asked Questions About the Annual Meeting | 104 |
| Other Important Information | 109 |
| 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 13, 2026. The Notice of the 2026 Annual Meeting of Shareholders and Proxy Statement, as well as our 2025 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.
AIG 2026 PROXY STATEMENT 3
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