Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

On May 14, 2020, 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 13, 2020, AIG held its Annual Meeting of Shareholders at which holders of AIG's common stock, par value $2.50 per share ("Common Stock"), voted upon (i) the election of twelve 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 AIG's Amended and Restated Certificate of Incorporation to restrict certain transfers of AIG Common Stock in order to protect AIG's tax attributes; (iv) a proposal to ratify the amendment to extend the expiration of the American International Group, Inc. Tax Asset Protection Plan; (v) the ratification of the selection of PricewaterhouseCoopers LLP as AIG's independent registered public accounting firm for 2020; and (vi) a shareholder proposal calling for AIG's Board of Directors to take steps to amend AIG's By-laws to provide shareholders who hold at least 10 percent of AIG's outstanding Common Stock the right to call special meetings.

The shareholders elected all twelve director nominees presented, approved the non-binding advisory resolution to approve executive compensation, approved the proposal to amend and restate AIG's Amended and Restated Certificate of Incorporation to restrict certain transfers of AIG Common Stock in order to protect AIG's tax attributes, approved the proposal to ratify the amendment to extend the expiration of the American International Group, Inc. Tax Asset Protection Plan, ratified the selection of PricewaterhouseCoopers LLP as AIG's independent registered public accounting firm for 2020 and did not approve the shareholder proposal.

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

W. Don Cornwell 684,630,444 18,066,250 191,735 37,569,204 Brian Duperreault 699,031,408 3,687,657 169,364 37,569,204 John H. Fitzpatrick 699,326,821 3,371,392 190,216 37,569,204 William G. Jurgensen 698,801,607 3,897,360 189,462 37,569,204 Christopher S. Lynch 686,088,522 16,590,735 209,172 37,569,204 Henry S. Miller 687,881,457 14,816,709 190,263 37,569,204 Linda A. Mills 688,956,192 13,755,967 176,270 37,569,204 Thomas F. Motamed 691,162,105 11,515,284 211,040 37,569,204 Peter R. Porrino 699,859,890 2,835,487 193,052 37,569,204 Amy L. Schioldager 700,060,736 2,624,187 203,506 37,569,204 Douglas M. Steenland 690,382,799 12,318,777 186,853 37,569,204 Therese M. Vaughan 696,709,163 5,975,658 203,608 37,569,204












                                                                                Broker
                                          For         Against      Abstain    Non-Votes
Non-binding advisory resolution to
approve executive compensation        659,862,264   42,638,072     388,093    37,569,204
 Amendment and restatement of AIG's
Amended and Restated Certificate of
Incorporation to restrict certain
transfers of AIG Common Stock in
order to protect AIG's tax
attributes                            672,987,517   29,627,948     272,964    37,569,204
Ratification of the amendment to
extend the expiration of the
American International Group, Inc.
Tax Asset Protection Plan             607,110,408   95,536,299     241,722    37,569,204
Ratification of the selection of
PricewaterhouseCoopers LLP as AIG's
independent registered public
accounting firm for 2020              706,133,411   34,051,760     272,462        0
 Shareholder proposal calling for
the Board to take steps to amend
AIG's By-laws to provide
shareholders who hold at least 10
percent of AIG's outstanding common
stock the right to call special
meetings                              309,037,699   393,480,547    370,183    37,569,204

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits.




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

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