Tom Stoddard joins AIG (NYSE: AIG) board as independent director after 2026 shareholder votes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
American International Group, Inc. (AIG) reported governance updates from its recent shareholder meeting and a new board appointment. The Board appointed Thomas (Tom) Stoddard as an independent director, effective June 1, 2026, and named him to the Audit Committee. AIG shareholders elected all nominated directors to serve until the 2027 annual meeting, with most nominees receiving over 460 million votes in favor. Shareholders also approved, on an advisory basis, named executive officer compensation and ratified PricewaterhouseCoopers LLP as AIG’s independent auditor for 2026.
Positive
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Negative
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Executive pay approval votes: 359,800,583 For
Executive pay against votes: 104,658,356 Against
Broker non-votes on pay: 27,587,076 broker non-votes
+5 more
8 metrics
Executive pay approval votes
359,800,583 For
Advisory vote on named executive officer compensation
Executive pay against votes
104,658,356 Against
Advisory vote on named executive officer compensation
Broker non-votes on pay
27,587,076 broker non-votes
Say-on-pay proposal at 2026 annual meeting
Auditor ratification For
463,063,134 For
Ratification of PricewaterhouseCoopers LLP for 2026
Auditor ratification Against
29,719,774 Against
Ratification of PricewaterhouseCoopers LLP for 2026
Votes for director Inglis
464,807,207 For
Election of John (Chris) Inglis to Board
Votes for director Zaffino
453,589,684 For
Election of Peter Zaffino to Board
New director start date
June 1, 2026
Effective date of Tom Stoddard’s board appointment
Key Terms
independent director, Audit Committee, advisory vote, broker non-votes, +2 more
6 terms
independent director financial
"Thomas (Tom) Stoddard has been elected to its Board of Directors as an independent Director, effective June 1, 2026."
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit Committee financial
"Mr. Stoddard will serve on the Audit Committee of the Board."
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
advisory vote financial
"Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation:"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
broker non-votes financial
"359,800,583 | 104,658,356 | 919,613 | 27,587,076"
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.
independent auditor financial
"Proposal 3 – Ratify Appointment of PricewaterhouseCoopers LLP to Serve as AIG’s Independent Auditor for 2026:"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
corporate governance financial
"We look forward to leveraging his deep expertise in corporate governance and across the financial sector"
Corporate governance is the system of rules, roles and oversight that determines how a company is directed and controlled, including the responsibilities of its board, executives and shareholders. Like the steering wheel and map for a car trip, it shapes decisions, sets checks on power and defines who can hold leaders accountable; strong governance reduces risk, builds trust and helps investors judge whether a company is likely to protect capital and deliver reliable returns.
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 14, 2026 (May 13, 2026 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 770-7000
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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ¨
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2026, the Board of Directors (the “Board”) of American International Group, Inc. (“AIG” or the “Company”) appointed Thomas D. Stoddard a director of the Company, effective June 1, 2026. Mr. Stoddard will serve on the Audit Committee of the Board.
The Board has determined that Mr. Stoddard is an independent director under the New York Stock Exchange listing standards.
Mr. Stoddard will participate in the compensation program for independent directors as described under “Corporate Governance - Director Compensation” in AIG’s 2026 Notice of Annual Meeting and Proxy Statement filed with the Securities and Exchange Commission on March 31, 2026.
There are no arrangements or understandings with any person pursuant to which Mr. Stoddard was appointed to serve as a director of the Company. Mr. Stoddard has no family relationship with any director or executive officer of the Company.
AIG’s press release announcing this appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 13, 2026, AIG held its Annual Meeting of Shareholders (the “Annual Meeting”). The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:
Proposal 1 – Election of Directors: The following individuals were elected to serve as members of AIG’s Board of Directors until the 2027 Annual Meeting or until the election and qualification of their successors. The voting results for each of the nominees were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| James Cole, Jr. | 461,745,104 | 3,346,458 | 286,990 | 27,587,076 | |||||||||||||||||||
| John (Chris) Inglis | 464,807,207 | 288,027 | 283,318 | 27,587,076 | |||||||||||||||||||
| Courtney Leimkuhler | 464,795,836 | 312,876 | 269,840 | 27,587,076 | |||||||||||||||||||
| Linda A. Mills | 413,428,551 | 51,680,818 | 269,183 | 27,587,076 | |||||||||||||||||||
| Diana M. Murphy | 423,706,844 | 41,123,373 | 548,335 | 27,587,076 | |||||||||||||||||||
| Juan R. Perez | 427,447,276 | 37,657,485 | 273,791 | 27,587,076 | |||||||||||||||||||
| Peter R. Porrino | 462,018,628 | 3,084,547 | 275,377 | 27,587,076 | |||||||||||||||||||
| John G. Rice | 461,756,522 | 3,192,529 | 429,501 | 27,587,076 | |||||||||||||||||||
| Vanessa A. Wittman | 464,601,110 | 509,736 | 267,706 | 27,587,076 | |||||||||||||||||||
| Peter Zaffino | 453,589,684 | 11,532,819 | 256,049 | 27,587,076 | |||||||||||||||||||
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation: The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 359,800,583 | 104,658,356 | 919,613 | 27,587,076 | |||||||||||||||||
Proposal 3 – Ratify Appointment of PricewaterhouseCoopers LLP to Serve as AIG’s Independent Auditor for 2026: The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 463,063,134 | 29,719,774 | 182,720 | — | |||||||||||||||||
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |||||||
99.1 | Press release of American International Group, Inc., dated May 14, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
99.1 | Press release of American International Group, Inc., dated May 14, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 hereunto duly authorized.
AMERICAN INTERNATIONAL GROUP, INC. (Registrant) | |||||||||||
| Date: May 14, 2026 | By: | /s/ Christina Banthin | |||||||||
| Name: | Christina Banthin | ||||||||||
| Title: | Senior Vice President and Corporate Secretary | ||||||||||
| Press Release | Contacts: | ||||
| www.aig.com | Andrew Johnson (AIG Media): andrew.r.johnson@aig.com | ||||
Quentin McMillan (AIG Investors): quentin.mcmillan@aig.com | |||||
AIG Elects Tom Stoddard to its Board of Directors
NEW YORK – May 14, 2026 – American International Group, Inc. (NYSE: AIG) today announced that Thomas (Tom) Stoddard has been elected to its Board of Directors as an independent Director, effective June 1, 2026. With more than 35 years of senior leadership experience in the financial services sector across insurance, asset management and investment banking, Mr. Stoddard is a former Vice Chairman of Global Investment Banking at Bank of America.
Peter Zaffino, Chairman & Chief Executive Officer, AIG, said, “Tom’s deep expertise in property and casualty insurance and capital markets, together with his longstanding knowledge of AIG will be a very strong asset to our Board as we continue executing AIG’s strategic priorities and building on AIG’s momentum for the long term.”
Prior to Bank of America, Mr. Stoddard served as Group Chief Financial Officer of Aviva plc, a British multinational insurance company. He subsequently held the role of Group Chief Financial Officer at Athora Ltd., a European life insurance company founded by Apollo Global Management. Previously, Mr. Stoddard worked on deals and financing transactions at firms including Blackstone, where he was Senior Managing Director and Head of the Global Financial Institutions Group, and advised AIG among other global financial institutions.
“Tom is a highly accomplished finance executive whose extensive background across financial services and the global insurance industry make him an excellent addition to the AIG Board of Directors,” said John Rice, Lead Independent Director, AIG. “We look forward to leveraging his deep expertise in corporate governance and across the financial sector as we support AIG’s focus on delivering sustainable, long-term value for shareholders."
Mr. Stoddard added: “Having worked very closely with AIG in the past, I am deeply honored to join the AIG Board of Directors and eager to contribute to the company’s continued success. The impressive work that led to AIG’s incredible transformation and the company’s positioning as a global market leader with a strong track record of outstanding performance is a compelling vision for the future that I look forward to supporting.”
Earlier in his career, Mr. Stoddard co-founded and served as managing partner at Barrett Ellman Stoddard Capital Partners, a private equity investment and advisory firm, and spent more than a decade in investment banking covering financial institutions at UBS, Credit Suisse and Donaldson, Lufkin & Jenrette. He began his career as a corporate lawyer with Cravath, Swaine & Moore.
Mr. Stoddard serves on the Board of Directors of Prudential Financial, Inc. He holds a bachelor’s degree in economics from Swarthmore College, where he was a McCabe Scholar, and a JD from the University of Chicago Law School.
# # #
About AIG
American International Group, Inc. (NYSE: AIG) is a leading global insurance organization. AIG provides insurance solutions that help businesses and individuals in more than 200 countries and jurisdictions protect their assets and manage risks through AIG operations, licenses and authorizations as well as network partners. For additional information, visit www.aig.com. This website with additional information about AIG has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.
AIG is the marketing name for the worldwide operations of American International Group, Inc. All products and services are written or provided by subsidiaries or affiliates of American International Group, Inc. Products or services may not be available in all countries and jurisdictions, and coverage is subject to underwriting requirements and actual policy language. Non-insurance products and services may be provided by independent third parties. Certain property casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds.
FAQ
What corporate governance changes did AIG (AIG) disclose in this 8-K?
AIG reported the election of Thomas (Tom) Stoddard as an independent director effective June 1, 2026. It also disclosed results of its 2026 annual shareholder meeting, including director elections, approval of executive compensation, and ratification of its independent auditor for 2026.
Who is Tom Stoddard and what role will he have at AIG (AIG)?
Tom Stoddard is a veteran financial services executive with over 35 years’ experience in insurance, asset management and investment banking. He has been elected as an independent director to AIG’s Board and will serve on the Audit Committee starting June 1, 2026.
Did all AIG (AIG) director nominees get elected at the 2026 annual meeting?
Yes, all nominated directors were elected to AIG’s Board to serve until the 2027 annual meeting. Support levels varied by nominee, but several, including John (Chris) Inglis and Vanessa A. Wittman, received over 464 million votes cast in favor.
Is Tom Stoddard considered an independent director under NYSE rules at AIG (AIG)?
Yes. AIG’s Board determined that Tom Stoddard qualifies as an independent director under New York Stock Exchange listing standards. He will also participate in AIG’s standard compensation program for independent directors as described in its 2026 proxy statement.