Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers

On May 12, 2021, the shareholders of American International Group, Inc. ("AIG") approved the American International Group, Inc. 2021 Omnibus Incentive Plan (the "Plan") at its Annual Meeting of Shareholders. The material terms of the Plan are described in "Proposal 3-Approval of American International Group, Inc. 2021 Omnibus Incentive Plan" in AIG's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2021 , which description is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 12, 2021, 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 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 approve the Plan; (iv) the ratification of the selection of PricewaterhouseCoopers LLP as AIG's independent registered public accounting firm for 2021; and (v) a shareholder proposal calling for AIG's Board of Directors (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.

The shareholders elected all thirteen director nominees presented, approved the non-binding advisory resolution to approve executive compensation, approved the proposal to approve the Plan, ratified the selection of PricewaterhouseCoopers LLP as AIG's independent registered public accounting firm for 2021 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.







                    Proposal 1 - Election of Directors

                         For      %1     Against   Abstain Broker Non-Votes

James Cole, Jr. 718,943,381 99.70 2,114,247 259,610 33,957,776 W. Don Cornwell 625,408,135 86.73 95,653,756 255,347 33,957,776 Brian Duperreault 646,261,897 89.61 74,859,571 195,770 33,957,776 John H. Fitzpatrick 656,495,635 91.03 64,622,947 198,656 33,957,776 William G. Jurgensen 646,488,575 89.65 74,611,474 217,189 33,957,776 Christopher S. Lynch 593,001,212 82.23 128,070,756 245,270 33,957,776 Linda A. Mills 647,302,420 89.76 73,804,468 210,350 33,957,776 Thomas F. Motamed 647,022,837 89.72 74,067,375 227,026 33,957,776 Peter R. Porrino 658,310,179 91.29 62,745,626 261,433 33,957,776 Amy L. Schioldager 649,522,109 90.07 71,574,504 220,625 33,957,776 Douglas M. Steenland 619,568,911 85.91 101,538,180 210,147 33,957,776 Therese M. Vaughan 647,307,668 89.76 73,793,477 216,093 33,957,776 Peter Zaffino 716,525,098 99.36 4,587,973 204,167 33,957,776

1 Votes cast for the director nominee as a percentage of total votes cast for and against.









   Proposal 2 - Non-binding Advisory Vote to Approve Executive Compensation

      For           %2        Against        Abstain       Broker Non-Votes
  535,112,822     74.22     185,845,929      358,487          33,957,776

Proposal 3 - Approval of the American International Group, Inc. 2021 Omnibus Incentive Plan



         For                 %3              Against           Abstain      Broker Non-Votes
     642,418,959           89.06           78,600,522          297,757         33,957,776

Proposal 4 - Ratification of the of PricewaterhouseCoopers LLP as AIG's independent


                      registered public accounting firm for 2021

      For               %2            Against           Abstain       Broker Non-Votes
  731,836,196         96.93          23,164,549         274,269              0

Proposal 5 - Shareholder Proposal on Special Shareholder Meetings



      For         %2        Against      Abstain     Broker Non-Votes
  273,320,899    37.91    447,582,660    413,679        33,957,776


 Item 8.01. Other Events

On May 12, 2021, the Board approved changes to AIG's compensation arrangements for its non-employee directors. Effective immediately, non-employee directors of the Board will receive an annual grant of $185,000 in Deferred Stock Units ("DSUs"), which represents an increase of $15,000 to the annual grant of DSUs, which was previously $170,000. This change was recommended by the Board's Nominating and Corporate Governance Committee (the "Committee") and reflects the Committee's discussions with the Board's independent compensation consultant, Frederic W. Cook & Co. No other changes were made to AIG's compensation structure for its non-employee directors.

2Votes cast for the proposal as a percentage of total votes cast for and against.

3Votes cast for the proposal as a percentage of total votes cast for and against and abstentions.

© Edgar Online, source Glimpses