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  4. [8-K] AMERICAN FINANCIAL GROUP INC Reports Material Event

Strong director support at American Financial Group (AFG) 2026 shareholder meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

American Financial Group, Inc. reported the results of its annual meeting of shareholders held on May 20, 2026. Shareholders elected 12 directors, each receiving tens of millions of votes in favor, with broker non-votes of 3,585,352 recorded for each nominee.

Shareholders also approved two additional proposals with strong support. One proposal received 74,822,879 votes for, 1,034,836 against, and 53,183 abstentions. Another proposal received 69,738,224 votes for, 2,495,013 against, 92,309 abstentions, and 3,585,352 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Highest director votes for 72,097,586 votes Votes for Roger K. Newport director election
Lowest director votes for 62,988,078 votes Votes for William W. Verity director election
Broker non-votes directors 3,585,352 votes Broker non-votes for each director nominee
Proposal vote total (For) 74,822,879 votes For votes on one non-director proposal
Proposal vote total (Against) 1,034,836 votes Against votes on same non-director proposal
Second proposal votes for 69,738,224 votes For votes on another proposal with broker non-votes
Second proposal broker non-votes 3,585,352 votes Broker non-votes on that additional proposal
annual meeting of shareholders financial
"The Company held its annual meeting of shareholders on May 20, 2026."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
broker non-votes financial
"Broker Non-Votes 3,585,352"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
subordinated debentures financial
"5.875% Subordinated Debentures due March 30, 2059"
A subordinated debenture is a type of long-term loan a company issues that ranks below other debts when paying creditors, so holders are paid only after higher-priority lenders if the company defaults. It matters to investors because this lower repayment priority raises the risk of loss, which companies typically offset by offering higher interest, making it a trade-off between yield and safety—like standing later in line for a bigger tip.
Common Stock financial
"Common Stock | | AFG | | New York Stock Exchange"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
Understanding 8-K Material Events →
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):  May 20, 2026

AMERICAN FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)

Ohio
1-13653
31-1544320
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

301 East Fourth Street, Cincinnati, OH
45202
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (513) 579-2121
 
(Former name or former address, if changed since last report.)

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):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on
which registered
 
Common Stock
  
AFG
  
New York Stock Exchange
 
5.875% Subordinated Debentures due March 30, 2059
  
AFGB
  
New York Stock Exchange
 
5.125% Subordinated Debentures due December 15, 2059
  
AFGC
  
New York Stock Exchange
 
5.625% Subordinated Debentures due June 1, 2060
  
AFGD
  
New York Stock Exchange
 
4.5% Subordinated Debentures due September 15, 2060
  
AFGE
  
New York Stock Exchange

Section 5       Corporate Governance and Management

Item 5.07 
Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 20, 2026.  The voting results on the proposals considered at the annual meeting are set forth below:

1.
Elect 12 directors.

 
For
Withheld
Broker
Non-Votes
Carl H. Lindner III
71,683,240
642,306
3,585,352
S. Craig Lindner
71,681,321
644,225
3,585,352
John B. Berding
70,818,568
1,506,978
3,585,352
Gregory G. Joseph
68,107,756
4,217,790
3,585,352
S. Craig Lindner Jr.
67,226,186
5,099,360
3,585,352
Mary Beth Martin
70,832,343
1,493,203
3,585,352
Amy Y. Murray
71,872,324
453,222
3,585,352
Roger K. Newport
72,097,586
227,960
3,585,352
Evans N. Nwankwo
70,880,035
1,445,511
3,585,352
David L. Thompson
71,565,185
760,361
3,585,352
William W. Verity
62,988,078
9,337,468
3,585,352
John I. Von Lehman
66,927,560
5,397,986
3,585,352

2.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.

For
Against
Abstain
74,822,879
1,034,836
53,183

3.
Approve, on an advisory basis, the compensation of the Company’s named executive officers.

For
Against
Abstain
Broker
Non-Votes
69,738,224
2,495,013
92,309
3,585,352

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 thereunto duly authorized.

 
AMERICAN FINANCIAL GROUP, INC.
 
 
Date: May 21, 2026 By:
/s/ Joseph C. Alter  
 
 
Joseph C. Alter
 
 
Vice President, Deputy General Counsel and Secretary


3

Source: View Original Filing on SEC EDGAR

FAQ

What did American Financial Group (AFG) announce in this 8-K filing?

American Financial Group reported the results of its May 20, 2026 annual shareholder meeting. The filing details the election of directors and voting outcomes on two additional proposals, including precise vote counts for for, against, abstain, and broker non-votes where applicable.

Were American Financial Group’s director nominees elected at the 2026 annual meeting?

Yes, all 12 director nominees were elected at the 2026 annual meeting. Each nominee received a large majority of votes cast for their election, with broker non-votes of 3,585,352 reported for every director on the ballot.

What were the vote totals on one of the non-director proposals at AFG’s meeting?

One non-director proposal received 74,822,879 votes for, 1,034,836 votes against, and 53,183 abstentions. These numbers show substantial shareholder support, with relatively few votes cast against or marked as abstentions on that particular proposal.

Did any American Financial Group proposal show broker non-votes besides director elections?

Yes, one additional proposal recorded broker non-votes of 3,585,352. That proposal received 69,738,224 votes for, 2,495,013 against, and 92,309 abstentions, aligning the broker non-vote figure with the amount seen in the director election results.

Where is American Financial Group headquartered and on which exchange is it listed?

American Financial Group is headquartered at 301 East Fourth Street, Cincinnati, Ohio 45202. Its common stock trades on the New York Stock Exchange under the symbol AFG, alongside several series of subordinated debentures also listed on the NYSE.

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