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EX-3.1 - EX-3.1 - AMERICAN INTERNATIONAL GROUP, INC. | y91267exv3w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2011
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-8787 | 13-2592361 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
180 Maiden Lane New York, New York 10038 |
||
(Address of principal executive offices) |
Registrants telephone number, including area code: (212) 770-7000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions ( see General
Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 Corporate Governance and Management
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 11, 2011, 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 Item 5.03 by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 11, 2011, AIG held its Annual Meeting of Shareholders at which the shareholders voted upon
(i) the election of fourteen nominees as directors by the holders of AIGs common stock, par value
$2.50 per share (AIG Common Stock), for a one-year term; (ii) a non-binding shareholder resolution
to approve executive compensation; (iii) a proposal to amend 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 American International Group, Inc. Tax Asset Protection
Plan; (v) the ratification of the appointment of PricewaterhouseCoopers LLP as AIGs independent
registered public accounting firm for 2011; and (vi) a shareholder proposal relating to restricting
hedging transactions.
The shareholders elected all fourteen director nominees, approved the non-binding shareholder
resolution to approve executive compensation, approved the proposal to amend AIGs Amended and
Restated Certificate of Incorporation to restrict certain transfers of AIG Common Stock in order
to protect AIGs tax attributes, ratified the American International Group, Inc. Tax Asset
Protection Plan, and approved the ratification of the appointment of PricewaterhouseCoopers LLP as
AIGs independent registered public accounting firm for 2011. The shareholder proposal did not
receive the approval of a majority of the outstanding shares of AIG Common
Stock, and, as a result, was not approved. 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 | Broker Non-Votes | |||||||||||||
Robert H. Benmosche |
1,718,252,585 | 424,080 | 139,064 | 33,614,893 | ||||||||||||
W. Don Cornwell |
1,717,907,474 | 752,904 | 155,351 | 33,614,893 | ||||||||||||
John H. Fitzpatrick |
1,718,211,456 | 455,097 | 149,176 | 33,614,893 | ||||||||||||
Laurette T. Koellner |
1,717,852,435 | 817,984 | 145,310 | 33,614,893 | ||||||||||||
Donald H. Layton |
1,718,210,584 | 445,712 | 159,433 | 33,614,893 | ||||||||||||
Christopher S. Lynch |
1,718,226,118 | 437,533 | 152,078 | 33,614,893 | ||||||||||||
Arthur C. Martinez |
1,714,531,590 | 4,108,058 | 176,081 | 33,614,893 | ||||||||||||
George L. Miles, Jr. |
1,713,916,883 | 4,727,582 | 171,264 | 33,614,893 | ||||||||||||
Henry S. Miller |
1,717,936,731 | 721,807 | 157,191 | 33,614,893 | ||||||||||||
Robert S. Miller |
1,717,813,746 | 848,726 | 153,257 | 33,614,893 | ||||||||||||
Suzanne Nora Johnson |
1,717,834,921 | 836,982 | 143,826 | 33,614,893 | ||||||||||||
Morris W. Offit |
1,716,791,911 | 1,865,815 | 158,003 | 33,614,893 | ||||||||||||
Ronald A. Rittenmeyer |
1,718,197,512 | 467,345 | 150,872 | 33,614,893 | ||||||||||||
Douglas M. Steenland |
1,717,940,715 | 717,649 | 157,365 | 33,614,893 |
For | Against | Abstain | Broker Non-Votes | |||||||||||||
Non-binding shareholder
resolution to approve
executive compensation |
1,675,331,447 | 38,498,380 | 4,985,902 | 33,614,893 | ||||||||||||
Proposal to amend AIGs
Amended and Restated
Certificate of
Incorporation to
restrict certain
transfers of AIG
Common Stock in order
to protect AIGs tax
attributes |
1,746,898,218 | 4,834,159 | 698,245 | | ||||||||||||
Proposal to ratify the
American International
Group, Inc. Tax Asset
Protection Plan |
1,713,136,265 | 5,378,733 | 300,731 | 33,614,893 | ||||||||||||
Ratification of the
appointment of
PricewaterhouseCoopers
LLP as AIGs independent
registered public
accounting firm for 2011 |
1,725,969,173 | 20,849,894 | 5,611,555 | | ||||||||||||
Shareholder proposal
relating to restricting
hedging transactions |
218,118,892 | 1,484,886,740 | 15,810,097 | 33,614,893 |
Section 9 Financial Statements and Exhibits
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
3.1 Amended and Restated Certificate of Incorporation of American International Group, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN INTERNATIONAL GROUP, INC. (Registrant) |
||||
Date: May 11, 2011 | By: | /s/ Kathleen E. Shannon | ||
Name: | Kathleen E. Shannon | |||
Title: | Senior Vice President and Deputy General Counsel | |||
EXHIBIT INDEX
Exhibit No. | Description | |||
3.1 | Amended and Restated Certificate of Incorporation of
American International Group, Inc. |