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AMERICAN INTERNATIONAL GROUP INC FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 12, 2014



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

Year

On May 12, 2014, 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 12, 2014, AIG held its Annual Meeting of Shareholders at which holders of AIG's common stock, par value $2.50 per share (AIG Common Stock), voted upon (i) the election of fourteen 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 Restated Certificate of Incorporation to continue 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; and (v) the ratification of the appointment of PricewaterhouseCoopers LLP as AIG's independent registered public accounting firm for 2014. The shareholders elected all fourteen director nominees presented, approved the non-binding advisory resolution to approve executive compensation, approved the proposal to amend and restate AIG's Restated Certificate of Incorporation to continue 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, and ratified the selection of PricewaterhouseCoopers LLP as AIG's independent registered public accounting firm for 2014. 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 Robert H. Benmosche 1,054,339,574 7,773,927 2,829,174 112,499,429 W. Don Cornwell 1,054,202,580 7,860,632 2,879,463 112,499,429 Peter R. Fisher 1,056,251,374 5,813,338 2,877,963 112,499,429 John H. Fitzpatrick 1,057,030,470 5,035,683 2,876,522 112,499,429 William G. Jurgensen 1,057,451,206 4,609,923 2,881,546 112,499,429 Christopher S. Lynch 1,057,385,945 4,640,911 2,915,819 112,499,429 Arthur C. Martinez 1,045,291,347 16,559,619 3,091,709 112,499,429 George L. Miles, Jr. 889,655,655 154,929,122 20,357,898 112,499,429 Henry S. Miller 1,050,343,084 10,604,456 3,995,135 112,499,429 Robert S. Miller 1,056,612,347 5,270,432 3,059,896 112,499,429 Suzanne Nora Johnson 1,051,389,490 9,728,764 3,824,421 112,499,429 Ronald A. Rittenmeyer 1,056,501,948 5,557,138 2,883,589 112,499,429 Douglas M. Steenland 1,056,551,018 5,501,753 2,889,904 112,499,429 Theresa M. Stone 1,053,009,438 7,953,338 3,979,899 112,499,429 For Against Abstain Broker Non-Votes Non-binding advisory resolution to approve executive compensation 1,038,267,745 18,817,784 7,857,146 112,499,429 Amendment and restatement of AIG's Restated Certificate of Incorporation to continue to restrict certain transfers of AIG Common Stock in order to protect AIG's tax attributes 1,108,778,889 65,019,797 3,643,418 0 Ratification of the amendment to extend the expiration of the American International Group, Inc. Tax Asset Protection Plan 961,078,841 100,765,630 3,098,204 112,499,429 Ratification of the selection of PricewaterhouseCoopers LLP as AIG's independent registered public accounting firm for 2014 1,159,567,035 12,570,527 5,304,542 0



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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Source: Edgar Glimpses