Form 8-K - Current report

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UNITED STATES

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

 

Date of Report (Date of earliest event reported): September 18, 2024

 

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.)

 1271 Avenue of the Americas
New York, New York 10020

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: [phone]

 

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):

 

¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, Par Value $2.50 Per Share			AIG			New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Section 5 - Corporate Governance and Management

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 18, 2024, American International Group, Inc. (“AIG” or the “Company”) announced that Keith Walsh, age 50, will serve as Executive Vice President and Chief Financial Officer, effective October 21, 2024. Since 2017, Mr. Walsh has served as the Chief Financial Officer of Marsh, a subsidiary of Marsh & McLennan Companies, Inc. (“MMC”). From 2012 to 2017, Mr. Walsh served as Head of Investor Relations for MMC.

Mr. Walsh succeeds Executive Vice President and Chief Financial Officer Sabra Purtill who, upon Mr. Walsh’s commencement of employment, will work on strategic projects and act as an advisor to Mr. Walsh to enable a smooth transition. Ms. Purtill does not have any disagreement with the Company or its independent auditor as to the Company’s financial statements, reserves, financial reporting generally and related disclosure controls and procedures.

The Compensation and Management Resources Committee of the Company’s Board of Directors has approved the terms of Mr. Walsh’s compensation. Mr. Walsh will: (i) receive a base salary of $1,000,000 per year; (ii) be eligible for a target annual cash bonus of $1,500,000 under the AIG Short-Term Incentive Plan, with a guarantee of no less than target for the 2024 performance year; and (iii) be eligible for a target annual equity award of $2,500,000 under the AIG 2021 Omnibus Incentive Plan. On his start date, Mr. Walsh will receive restricted stock units (“RSUs”) with an initial grant value of $300,000 that will vest ratably over three years and RSUs with an initial grant value of $2,750,000, of which $1,000,000 will vest on the first anniversary of the grant date, $925,000 will vest in February 2026 and $825,000 will vest in February 2027.

There are no arrangements or understandings with any person pursuant to which Mr. Walsh was appointed to serve as an officer of the Company. Mr. Walsh has no family relationship with any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Section 9 - Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

			(d)						Exhibits.
			99.1						Press release of American International Group, Inc., dated September 18, 2024.
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.						Description
99.1						Press release of American International Group, Inc., dated September 18, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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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: September 18, 2024			By:			/s/ Christina Banthin
						Name:			Christina Banthin
						Title:			Senior Vice President and Corporate Secretary

 

 

 

Press Release			Contacts:
www.aig.com			Quentin McMillan (Investors): [e-mail]
			Leah Gerstner (Media): [e-mail]

AIG Appoints Keith Walsh

Executive Vice President, Chief Financial Officer

NEW YORK – September 18, 2024 – American International Group, Inc. (NYSE: AIG) today announced that Keith Walsh will join the company as Executive Vice President, Chief Financial Officer, effective October 21, 2024. Mr. Walsh will report to AIG Chairman & Chief Executive Officer, Peter Zaffino and become a member of the Executive Leadership Team. He will be responsible for leading AIG’s global Finance organization and will be based in New York.

“Keith is a highly accomplished executive with deep financial expertise and significant investor experience in the financial services sector, particularly the insurance industry,” said Peter Zaffino, Chairman & CEO, AIG. “I am very confident that he will be an excellent addition to our executive leadership team and brings outstanding leadership to our global Finance organization.”

“AIG has executed an exceptional business and financial turnaround, and I am honored to join this iconic company in its next phase of industry leadership and growth,” said Mr. Walsh. “I look forward to working closely with Peter Zaffino and AIG’s executive leadership team, as well as leading AIG’s talented global Finance organization as we continue to deliver for the company’s stakeholders and enhance shareholder value.”

With more than 25 years of finance leadership experience, Mr. Walsh joins AIG from Marsh McLennan, where he served as Chief Financial Officer of Marsh. From 2012 to 2017, he was Vice President and Head of Investor Relations for Marsh McLennan Companies. Previously, Mr. Walsh spent 14 years as an equity research analyst at Citi where he covered the insurance sector. He holds a Bachelor of Science degree from the University at Albany-SUNY and a Master of Business Administration from NYU Stern School of Business.

In this role, Mr. Walsh succeeds Sabra Purtill, who has served as Chief Financial Officer since January 2023. Ms. Purtill will continue to report to Mr. Zaffino working on strategic projects and will act as an advisor to Mr. Walsh to enable a smooth transition. Following a distinguished career in which Ms. Purtill served in senior leadership roles in financial services and insurance companies, she joined AIG in 2019 as Deputy Chief Financial Officer and Treasurer. She subsequently served as AIG’s Chief Risk Officer from 2021 to 2022 helping the company navigate the pandemic while enhancing AIG’s profile with stakeholders including the financial community. From April 2022 Ms. Purtill served as Chief Investment Officer of Corebridge Financial before returning to AIG in January 2023.

“I would like to thank Sabra for her significant value and contributions during an important period as we improved our financial performance and positioned AIG for the future,” said Mr. Zaffino. “Sabra took on several complicated roles during important moments of AIG’s transformation. Among her many accomplishments, Sabra helped to focus our company on maximizing shareholder value as a leading global insurer.”

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About AIG

American International Group, Inc. (NYSE: AIG) is a leading global insurance organization. AIG provides insurance solutions that help businesses and individuals in approximately 190 countries and jurisdictions protect their assets and manage risks through AIG operations and network partners. For additional information, visit www.aig.com. This website with additional information about AIG has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.

AIG is the marketing name for the worldwide operations of American International Group, Inc. All products and services are written or provided by subsidiaries or affiliates of American International Group, Inc. Products or services may not be available in all countries and jurisdictions, and coverage is subject to underwriting requirements and actual policy language. Non-insurance products and services may be provided by independent third parties. Certain property casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds.

Cover Page	Sep. 18, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 18, 2024
Entity Registrant Name	AMERICAN INTERNATIONAL GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8787
Entity Tax Identification Number	13-2592361
Entity Address, Address Line One	1271 Avenue of the Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10020
City Area Code	(212)
Local Phone Number	770-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $2.50 Per Share
Trading Symbol	AIG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000005272

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