AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k
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AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03

Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

On June28, 2017, American International Group, Inc. (AIG) filed
with the Secretary of State of the State of Delaware an Amended
and Restated Certificate of Incorporation. A copy of the Amended
and Restated Certificate of Incorporation is attached as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated into
this Item5.03 by reference.


Item5.07. 		Submission of Matters to a Vote of Security
Holders.

On June28, 2017, AIG held its Annual Meeting of Shareholders at
which holders of AIGs common stock, par value $2.50 per share
(AIG Common Stock), voted upon (i)the election of thirteen
nominees as directors until the next annual election and until
their successors are duly elected and qualified; (ii)a
non-binding advisory resolution to approve executive
compensation; (iii)a proposal to amend and restate AIGs Amended
and Restated Certificate of Incorporation to restrict certain
transfers of AIG Common Stock in order to protect AIGs tax
attributes; (iv)a proposal to ratify the amendment to extend the
expiration of the American International Group, Inc. Tax Asset
Protection Plan; and (v)the ratification of the selection of
PricewaterhouseCoopers LLP as AIGs independent registered public
accounting firm for 2017.

The shareholders elected all thirteen director nominees
presented, approved the non-binding advisory resolution to
approve executive compensation, approved the proposal to amend
and restate AIGs Amended and Restated Certificate of
Incorporation to restrict certain transfers of AIG Common Stock
in order to protect AIGs tax attributes, approved the proposal to
ratify the amendment to extend the expiration of the American
International Group, Inc. Tax Asset Protection Plan, and ratified
the selection of PricewaterhouseCoopers LLP as AIGs independent
registered public accounting firm for 2017. The number of votes
cast for or against and the number of abstentions and broker
non-votes with respect to each matter voted upon, as applicable,
are set forth below.


For
Against
Abstain
BrokerNon-Votes


W. Don Cornwell

715,456,460 12,440,489 16,190,988 53,103,682


Brian Duperreault

743,165,521 467,732 454,684 53,103,682


Peter R. Fisher

727,160,524 738,249 16,189,164 53,103,682


John H. Fitzpatrick

727,315,403 588,041 16,184,493 53,103,682


William G. Jurgensen

727,217,153 689,410 16,181,374 53,103,682


Christopher S. Lynch

726,599,382 1,310,258 16,178,297 53,103,682


Samuel J. Merksamer

723,989,216 3,904,508 16,194,213 53,103,682


Henry S. Miller

727,215,627 692,741 16,179,569 53,103,682


Linda A. Mills

725,098,194 2,820,822 16,168,921 53,103,682


Suzanne Nora Johnson

722,611,677 5,312,930 16,163,330 53,103,682


Ronald A. Rittenmeyer

723,074,010 4,821,163 16,192,764 53,103,682


Douglas M. Steenland

707,150,560 16,502,090 20,435,287 53,103,682


Theresa M. Stone

727,010,002 918,020 16,159,915 53,103,682


For
Against
Abstain
BrokerNon-Votes


Non-binding advisory resolution to approve executive
compensation

666,303,288 13,258,178 64,526,471 53,103,682


Amendment and restatement of AIGs Amended and Restated
Certificate of Incorporation to restrict certain transfers
of AIG Common Stock in order to protect AIGs tax attributes

702,769,362 47,127,797 47,294,460


Ratification of the amendment to extend the expiration of
the American International Group, Inc. Tax Asset Protection
Plan

636,924,246 60,254,728 46,908,963 53,103,682


Ratification of the selection of PricewaterhouseCoopers LLP
as AIGs independent registered public accounting firm for
2017

770,990,877 25,660,746 539,996

Section9 Financial Statements and Exhibits


Item9.01 		Financial Statements and Exhibits


(d) 		Exhibits.


3.1 		Amended and Restated Certificate of Incorporation of American
International Group, Inc.



AMERICAN INTERNATIONAL GROUP INC Exhibit
EX-3.1 2 d411533dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of AMERICAN INTERNATIONAL GROUP,…
To view the full exhibit click here
About AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG)

American International Group, Inc. (AIG) is an insurance company. The Company provides a range of property casualty insurance, life insurance, retirement products, mortgage insurance and other financial services to customers in over 100 countries and jurisdictions. The Company operates through two segments: Commercial Insurance and Consumer Insurance, as well as a Corporate and Other category. Commercial Insurance has three operating segments: Property Casualty, Mortgage Guaranty and Institutional Markets. Commercial Insurance segment is a provider of insurance products and services for commercial and institutional customers. Consumer Insurance also has three operating segments: Retirement, Life and Personal Insurance. Consumer Insurance is a franchise that offers a portfolio of retirement, life insurance and property casualty products through multiple distribution networks. Corporate and Other includes the Company, as well as certain legacy assets and run-off insurance businesses.