FORM 8-K
Table of Contents

 
 
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): January 16, 2008
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   1-8787   13-2592361
         
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
     
70 Pine Street
New York, New York 10270
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 770-7000
     
(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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

TABLE OF CONTENTS

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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-3.1: AMENDED BY-LAWS
EX-99.1: PRESS RELEASE

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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 January 16, 2008, American International Group, Inc. (AIG) issued a press release announcing that the Board of Directors of AIG has elected Stephen F. Bollenbach as a director. Mr. Bollenbach will serve on the Audit Committee of the Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On January 16, 2008, the Board of Directors of AIG amended the By-laws of AIG to require that each director be elected by the vote of the majority of the votes cast. In a contested election, however, the directors will be elected by a plurality of the votes cast. AIG’s Corporate Governance Guidelines (available on the corporate governance section of AIG’s website at www.aigcorporate.com/corpsite/) contain AIG’s policy regarding the director resignation process. A copy of AIG’s Amended By-laws is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
  (d)   Exhibits.
     
Exhibit 3.1  
American International Group, Inc. By-laws, as amended on January 16, 2008.
Exhibit 99.1  
Press release of American International Group, Inc. dated January 16, 2008.

 

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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: January 16, 2008  By:   /s/ Kathleen E. Shannon    
    Name:   Kathleen E. Shannon   
    Title:   Senior Vice President and Secretary   
 

 

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EXHIBIT INDEX
         
Exhibit No.   Description
  3.1    
American International Group, Inc. By-laws, as amended on January 16, 2008.
  99.1    
Press release of American International Group, Inc. dated January 16, 2008.