AMERICAN FINANCIAL GROUP INC

For the period ended May 23, 2024. Filed Apr 4, 2024.

About this filing

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 23, 2024 · Filed Apr 4, 2024

AFG$154.55-1.2%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

2024 Proxy Statement Summary

2024 Proxy

Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting.

MEETING DETAILS

(see “Information about the Annual Meeting and Voting” beginning on page 67):

Date: May 23, 2024			Time: 11:00 a.m. Eastern Time			Location: www.virtualshareholder meeting.com/AFG2024

WAYS TO VOTE

Through the Internet: www.proxyvote.com			By toll free telephone: (800) 690-6903			By mail: Follow instructions on your proxy card			Virtually: At the Annual Meeting

Matters to be Voted on:


1	Election of 11 Director Nominees	FOR each nominee	Page 8
2	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	Page 15
3	Advisory Vote to Approve Compensation of Named Executive Officers (“Say-on-Pay”)	FOR	Page 17
4	Amended and Restated 2015 Stock Incentive Plan	FOR	Page 18

2024 Proxy Statement | American Financial Group 1

Board Communications:

	Joseph C. Alter Vice President, Deputy General Counsel & Secretary American Financial Group, Inc. Great American Insurance Group Tower 301 East Fourth Street Cincinnati, Ohio 45202			Gregory G. Joseph Lead Independent Director American Financial Group, Inc. Great American Insurance Group Tower 301 East Fourth Street Cincinnati, Ohio 45202

Throughout this proxy statement, we refer to information and documents that are available on our website. The content posted on, or accessible through, our website is not incorporated by reference into this proxy statement or any of our filings with the SEC and may be revised by us (in whole or in part) at any time and from time to time.

OUR VALUES

Our values form the foundation of our business, shape our priorities, and set our expectations for how we conduct our business, service our customers and interact with each other.

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OUR PURPOSE

We enable individuals and businesses to manage financial risk by providing insurance products and services tailored to meet their specific and ever-changing financial risk exposures. We build value for our investors through the strength of our customers’ satisfaction and by consistently producing superior operating results.

A HISTORY DATING BACK MORE THAN 150 YEARS

Our business operates under the Great American Insurance Group, whose history dates back to 1872, with the founding of Great American Insurance Company.

	7.5%
	Points of Statutory Combined Ratio outperformance vs. peers(1) over 10 year period ended 12/31/2023

	~55%
	Specialty P&C Group gross written premium produced by businesses with “top 10” market rankings

	11 years
	Consecutive years Specialty P&C GAAP Combined Ratio has been under 94%

(1)	Commercial lines industry data based on AM Best's Market Segment Report – March 6, 2024.

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2023 FINANCIAL HIGHLIGHTS

FINANCIAL RESULTS:

	Core Net Operating Earnings Per Share (Non-GAAP)(1)			Core Operating Return on Equity(2)			Statutory Combined Ratio(3)
	$10.56			19.8%			90.5%
							Compared to 97.1% for the commercial lines industry

	Total Capital Returned to Shareholders			Growth in Adjusted Book Value per Share + Dividends(4)			10-Year Total Shareholder Return
	$900 million			16.6%			300%
	- $221 million in regular dividends - $466 million in special dividends - $213 million in share repurchases - Regular dividend rate increased 12.7% in October 2023, representing 18th consecutive annual dividend increase			Based on 12/31/23 adjusted book value per share of $54.54 and 2023 dividends of $8.10 per share			Compared to 211% and 254%, respectively, for the S&P 500 and S&P 500 Property and Casualty Indices

FINANCIAL STRENGTH:(5)

	A.M. Best
	A+(Superior)

	Standard & Poor’s
	A+ (Strong)

	Moody’s
	A1

	Rated “A” Excellent or better by A.M. Best for more than 115 years
	One of only four companies to achieve this result

(1)

AFG’s net earnings attributable to shareholders, a GAAP financial measure, include certain items that may not be indicative of its ongoing core operations. AFG believes that its core net operating earnings, a non-GAAP financial measure, provides management, financial analysts, ratings agencies and investors with an understanding of the results from the ongoing operations of the Company by excluding, net realized gains and losses and other items that are not necessarily indicative of operating trends. AFG’s management uses core net operating earnings to evaluate financial performance against historical results because it believes this provides a more comparable measure of its continuing business. A reconciliation of net earnings attributable to shareholders to core net operating earnings can be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — General” on page 50 of AFG’s Annual Report on Form 10-K for the year ended December 31, 2023.

(2)	Based on core net operating earnings and using a five-quarter average of ending shareholders’ equity excluding accumulated other comprehensive income.

(3)	Commercial lines industry data based on AM Best's Market Segment Report – March 6, 2024.

(4)	Adjusted book value per share excludes net unrealized losses related to fixed maturity investments.

(5)	Ratings of the Company’s U.S.-based property and casualty insurance companies, where rated.

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Corporate Governance Highlights

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.