Current Report Filing (8-k)
December 07 2018 - 4:53PM
Edgar (US Regulatory)
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):
December 4, 2018
AMERICAN
INTERNATIONAL GROUP, INC.
(Exact name of registrant
as specified in its charter)
Delaware
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1-8787
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13-2592361
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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175 Water Street
New York, New York 10038
(Address of principal executive offices)
Registrant’s
telephone number, including area code:
(212) 770-7000
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
¨
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 December 4, 2018,
American International Group, Inc. (“AIG”) announced that Mark D. Lyons, Senior Vice President and Chief Actuary for
General Insurance, is succeeding Siddhartha Sankaran as Executive Vice President and Chief Financial Officer effective December 4,
2018. Mr. Lyons, age 62, joined AIG in 2018 from Arch Capital Group, Ltd (“ACGL”), a Bermuda-based public insurance
company, where he served as Executive Vice President, Chief Financial Officer and Treasurer since 2012. Mr. Lyons joined ACGL
in 2002 and had served in various capacities within Arch Insurance U.S. operations, eventually rising to Chairman and Chief Executive
Officer of Arch Worldwide Insurance Group. Prior to joining ACGL, Mr. Lyons held various positions at Zurich U.S., Berkshire Hathaway
and AIG. There are no arrangements or understandings between Mr. Lyons and any other persons pursuant to which he was selected
as an officer, and Mr. Lyons has no direct or indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. Any changes to Mr. Lyons’ compensation arrangements in connection with his appointment will be reflected in an amendment to this Current Report on Form 8-K once determined.
AIG entered into an agreement with Mr. Sankaran on December 7, 2018, (the “Agreement”) that provides he will remain with AIG in an advisory capacity through the year-end reporting process for fiscal year 2018. Pursuant to the Agreement, on his separation, Mr. Sankaran will be entitled to termination without cause benefits under the AIG 2012 Executive
Severance Plan and other applicable plans as described in AIG’s 2018 Proxy Statement under the caption “Potential
Payments on Termination.”
A copy of the Agreement and of the press release announcing these changes are attached as Exhibits 10.1 and 99.1 to this Current Report on Form 8-K, respectively, and are incorporated by reference
herein.
Section 9 —
Financial Statements and Exhibits
Item 9.01. Financial
Statements and Exhibits.
EXHIBIT INDEX
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.
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AMERICAN
INTERNATIONAL GROUP, INC.
(Registrant)
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Date: December 7, 2018
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By:
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/s/
James J. Killerlane III
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Name:
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James J. Killerlane III
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Title:
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Associate General Counsel and Assistant Secretary
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