American International Group (AIG) Proxy filing summary

Executive summary

• Achieved over $2 billion in underwriting income and net income per diluted share of $5.43, reversing a prior year net loss; adjusted after-tax income per share rose 43% to $7.09.

• Returned $6.8 billion to shareholders via $5.8 billion in stock repurchases and $1.0 billion in dividends, reducing outstanding shares by 11%.

• Completed strategic transactions, including acquisitions in Convex and Onex, and formed new partnerships with CVC, Amwins, and Blackstone.

• Announced CEO succession: Eric Andersen to become CEO after June 1, 2026, with Peter Zaffino transitioning to Executive Chair.

• Enhanced focus on AI deployment, digital strategies, and operational excellence.

Voting matters and shareholder proposals

• Election of ten director nominees to serve until the 2027 Annual Meeting.

• Advisory vote to approve named executive officer compensation (Say-on-Pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board comprises ten nominees, all independent except the Chairman & CEO.

• Average director tenure is four years; 40% of nominees are women.

• Board committees (Audit, Compensation, Nominating, Risk) are 100% independent.

• Lead Independent Director role is robust, with clear responsibilities.

• Board refreshment and skills matrix emphasize technology, risk, and global experience.

• Updated By-Laws and key policies to reflect best practices and regulatory changes.