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): February 27, 2023

AMERICAN INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

1271 Avenue of the Americas
New York, New York 10020

(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):

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

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

Appointment of Diana M. Murphy and Vanessa A. Wittman to the Board of Directors

On February 27, 2023, the Board of Directors (the “Board”) of American International Group, Inc. (the “Company” or “AIG”) appointed Diana M. Murphy and Vanessa A. Wittman as directors of AIG, effective March 16, 2023. In connection with the election of Ms. Murphy and Ms. Wittman, the Board increased its size from 10 to 12 directors, and Ms. Murphy and Ms. Wittman will join the Board to fill the resulting vacancies. No determinations as to committee appointments have been made at this time. 

The Board has determined that Ms. Murphy and Ms. Wittman are independent directors under the New York Stock Exchange listing standards and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines.

Ms. Murphy and Ms. Wittman will participate in the compensation program for independent directors as described under “Corporate Governance – Compensation of Directors” in AIG’s 2022 Notice of Annual Meeting and Proxy Statement filed with the Securities and Exchange Commission on March 29, 2022.

There are no arrangements or understandings with any person pursuant to which either individual was appointed to serve as a director of the Company. Ms. Murphy and Ms. Wittman have no family relationship with any director or executive officer of the Company, and they have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

AIG’s press release announcing these appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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.