American Financial Group (AFG) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, via virtual webcast, with shareholders able to vote and submit questions online.

• Key proposals include election of 12 directors, ratification of Ernst & Young LLP as auditor, and advisory approval of executive compensation.

• 2025 financial highlights: $10.29 core net operating EPS, 18.2% core operating ROE, 91.3% combined ratio, $707M capital returned to shareholders, and 17.2% growth in book value per share plus dividends.

• Five-year total shareholder return of 160.8%, outperforming S&P 500 and S&P 500 P&C indices.

• Strong financial ratings: A+ (AM Best, S&P), A1 (Moody's).

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of 12 directors, (2) ratification of Ernst & Young LLP as independent auditor, (3) advisory say-on-pay for executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 annual meeting by December 4, 2026.

Board of directors and corporate governance

• Board consists of 12 members with diverse backgrounds in insurance, finance, real estate, government, and nonprofit sectors.

• 7 of 12 directors are independent; all key committees are fully independent.

• Lead Independent Director has significant authority and facilitates communication between independent directors and management.

• Annual board and committee self-evaluations conducted by an outside third party.

• Directors required to tender resignation if not receiving majority votes.

• Shareholder rights include ability to call special meetings; no poison pill in place.