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

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 ExhibitEX-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.