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2020 Proxy Statement and the 2019 Annual Report

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2020 Proxy Statement and the 2019 Annual Report American International Group, Inc. 2020 Notice of Annual Meeting and Proxy Statement March 31, 2020 Dear Fellow AIG Shareholder, Since late-2017, senior management has undertaken a series of significant actions to reduce AIG’s risk profile and position the Company for long-term, sustainable and profitable growth. AIG’s improved financial performance in 2019 reflects significant progress on our journey to become a leading insurance franchise and top performing company. Notable achievements in 2019 include: • Delivering on our commitment to return to full-year underwriting profitability in General Insurance, driven by instilling a culture of underwriting excellence, executing on a new risk appetite, overhauling AIG’s reinsurance strategy and program, and driving expense discipline; • Life and Retirement achieving solid results in the face of continued headwinds from low interest rates and tightening credit spreads; • Net Investment Income of $14.6 billion, increasing from $12.5 billion in the prior year; and • Signing an agreement to sell a majority interest in Fortitude Group Holdings, LLC, reflecting a significant milestone in de-risking our Legacy portfolio. In 2019, we also began significant foundational work to shape AIG 200, our global, multi-year effort focused on the long-term strategic positioning of AIG. Additional information on our strategy, 2019 financial performance, governance practices and shareholder engagement program is included in this 2020 Proxy Statement and the 2019 Annual Report. We encourage you to read these materials and vote as we recommend on the enclosed proposals. AIG’s 2020 Annual Meeting of Shareholders will be held virtually via the Internet on Wednesday, May 13, 2020, at 11:00 a.m., Eastern Daylight Time, to protect the safety and well-being of our shareholders and employees in light of the COVID-19 outbreak. We encourage you to vote in advance of the meeting even if you plan to participate virtually. Every vote matters. As we move further into 2020, we continue to closely monitor developments related to the COVID-19 pandemic. We have activated business continuity plans so we can keep colleagues safe while continuing to serve the needs of our stakeholders without significant disruption. Despite the uncertainty created by the coronavirus and related volatility in financial markets, we remain focused on delivering value for you over the long term. Thank you for entrusting us with your capital. Sincerely, Douglas M. Steenland Brian Duperreault Independent Chair of the Board Chief Executive Officer Notice of Annual Meeting of Shareholders March 31, 2020 AMERICAN INTERNATIONAL GROUP,INC. (AIG) 175 Water Street, New York, N.Y. 10038 Time and Date* 11:00 a.m., Eastern Daylight Time, on Wednesday, May 13, 2020 Access* Meeting live via the Internet—please visit www.virtualshareholdermeeting.com/AIG2020 Mailing Date This Proxy Statement, 2019 Annual Report and proxy card or voting instructions were either made available to you over the internet or mailed to you on or about March 31, 2020. Items of Business 1. To elect the twelve nominees recommended by our Board as directors of AIG to hold office until the next annual election and until their successors are duly elected and qualified 2. To vote, on a non-binding advisory basis, to approve executive compensation 3. To act upon a proposal to amend and restate AIG’s Amended and Restated Certificate of Incorporation to restrict certain transfers of AIG common stock in order to protect AIG’s tax attributes 4. To act upon a proposal to ratify the amendment to extend the expiration of the American International Group, Inc. Tax Asset Protection Plan 5. To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2020 6. To vote on a shareholder proposal to give shareholders who hold at least 10 percent of AIG’s outstanding common stock the right to call special meetings 7. To transact any other business that may properly come before the meeting Record Date You can vote if you were a shareholder of record at the close of business on March 18, 2020. Admission to the Annual To participate in the Annual Meeting, you will need the 16-digit control number included Meeting in your Notice of Internet Availability of Proxy Materials or on your proxy card. Additional Information Additional information regarding the matters to be acted on during the meeting is included in this Proxy Statement. Proxy Voting You can vote your shares over the internet (both before and during the Annual Meeting), by telephone or by mail. If you received a paper proxy card by mail, you may also vote by signing, dating and returning the proxy card in the envelope provided. * In light of the COVID-19 outbreak, for the safety and well-being of our shareholders and employees, and taking into account the protocols of local, state and federal governments, we have determined that the 2020 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to participate in the virtual meeting, please see “Voting Instructions and Information.” Shareholders will be able to attend, vote and submit questions from any location via the Internet. By order of the Board of Directors, ROSE MARIE E. GLAZER Corporate Secretary Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held virtually via the Internet on May 13, 2020. This Proxy Statement, the 2019 Annual Report to Shareholders and other materials are available in the Investors section of AIG’s corporate website at www.aig.com. Table of Contents Executive Summary ..................... 1 Proposal 4—Ratification of Amendment No. 3 to the Tax Asset Protection Plan .............. 107 Proposal 1—Election of Directors ............ 10 Report of the Audit Committee and Ratification of Corporate Governance ................... 17 Selection of Accountants ................. 110 Our Corporate Governance Practices ......... 17 Report of the Audit Committee ............. 110 Director Independence .................. 18 Proposal 5—Ratification of Selection of Board Effectiveness .................... 18 PricewaterhouseCoopers LLP .............. 112 Board Composition and Refreshment ......... 20 Fees Paid to PricewaterhouseCoopers LLP ..... 113 Areas of Board Oversight ................. 21 Committees .......................... 23 Proposal 6—Shareholder Proposal on Special Shareholder Meetings .................... 115 Compensation of Directors ................ 27 Shareholder Proposal ................... 115 Corporate Governance Materials Available on our Website ............................ 30 AIG Statement in Opposition ............... 116 Year-Round Shareholder Engagement ......... 31 Voting Instructions and Information .......... 119 Ownership of Certain Securities ............. 34 Other Matters .......................... 124 Other Matters to be Presented during the 2020 Delinquent Section 16(a) Reports ............ 36 Annual Meeting of Shareholders ............ 124 Relationships and Related-Party Transactions . 36 Shareholder Proposals for the 2021 Annual Meeting ....................... 124 Our Executive Officers ................... 37 Communications with the Board of Directors .... 124 Electronic Delivery of Proxy Materials ......... 124 Executive Compensation .................. 41 Important Notice Regarding Delivery of Letter from the Compensation and Management Shareholder Documents .................. 125 Resources Committee ................... 41 Incorporation by Reference ............... 125 Compensation Discussion and Analysis ....... 42 Report of the Compensation and Management Cautionary Statement Regarding Forward- Resources Committee ................... 80 Looking Information ..................... 126 2019 Compensation .................... 81 Non-GAAP Financial Measures ............. A-1 Holdings of and Vesting of Previously Awarded Equity .............................. 84 Proposed American International Group, Inc. Post-Employment Compensation ............ 86 Amended and Restated Certificate of Potential Payments on Termination ........... 89 Incorporation .......................... B-1 PayRatio ........................... 94 American International Group, Inc. Tax Asset Protection Plan ........................ C-1 Equity Compensation Plan Information ........ 95 Amendment No. 1 to the American International Proposal 2—Non-Binding Advisory Vote to Group, Inc. Tax Asset Protection Plan ......... D-1 Approve Executive Compensation ........... 96 Amendment No. 2 to the American International Background to Proposals 3 and 4 ............ 98 Group, Inc. Tax Asset Protection Plan ......... E-1 Proposal 3—Approval of Amendment and Amendment No. 3 to the American International Restatement of AIG’s Amended and Restated Group, Inc. Tax Asset Protection Plan ......... F-1 Certificate of Incorporation ................ 101 Executive Summary Executive Summary This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider in making a voting decision, and you should read the entire Proxy Statement carefully before voting. These proxy materials are first being sent to shareholders of American International Group, Inc., a Delaware corporation (AIG), commencing on or about March 31, 2020. VOTING MATTERS AND VOTE RECOMMENDATION Board Vote Matter Recommendation For More Information, see: Management Proposals 1. Election
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