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): July 16, 2008
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8787
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13-2592361 |
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| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 July 16, 2008, American International Group, Inc. (AIG) established the compensation of
Robert B. Willumstad as Chairman and Chief Executive Officer.
Mr. Willumstad
will receive an annual salary of $1 million, a target annual cash bonus
opportunity of $8 million, and a target annual long-term incentive opportunity of $13 million. For
2008, Mr. Willumstad’s minimum annual cash bonus will be
$4 million, which will be deferred until
Mr. Willumstad is no longer employed by AIG.
In connection with his election as Chief Executive Officer, Mr. Willumstad received a one-time
award, granted on July 16, 2008, of restricted shares and options in respect of AIG Common Stock.
The award of restricted shares has a value of $24.5 million based on the closing price of AIG Common
Stock on the date of grant and will vest in equal installments on each of the second, third and
fourth anniversaries of the date of grant. The award of options has a
value of $12 million based
on AIG’s option pricing model and an exercise price per share equal to 100% of the closing price of
AIG Common Stock on the date of grant. One third of the options will vest in equal installments on
each of the first three anniversaries of the date of grant; one third will vest if the closing
price of AIG Common Stock is at least 125% of the exercise price over a 15-day trading period on
the NYSE; and one third will vest if the closing price of AIG Common Stock is at least 150% of the
exercise price for the same length of time.
The one-time awards of restricted shares and options will continue to vest if Mr. Willumstad
retires with the consent of AIG’s Compensation and Management Resources Committee or if his
employment is terminated under circumstances that entitle him to benefits under AIG’s Executive
Severance Plan. The awards contain a noncompetition agreement surviving for one year after his
employment terminates, a nonsolicitation covenant surviving for two years after his employment
terminates, a mutual nondisparagement agreement and a cooperation agreement.
Mr. Willumstad will participate in AIG’s Executive Severance Plan, be entitled to benefits and
perquisites consistent with AIG’s current policies as in effect from time to time and is required
to use corporate aircraft for personal travel.