8-K
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): September 22, 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
of incorporation) |
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(Commission File Number)
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(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))
Section 5 — Corporate Governance and Management
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On
September 22, 2008, a retention program of American International Group, Inc. (“AIG”) became effective.
The program
applies to approximately 130 executives and consists of cash awards payable 60 percent in December 2008 and 40 percent
in December 2009. Named executive officer Jay Wintrob is receiving an award
of $3,000,000.
On
September 25, 2008, named executive officer Robert M. Sandler retired
from AIG following a change in his
position. Mr. Sandler, age 66, had been employed by AIG for over 39
years.
In connection with his retirement, AIG entered into an agreement and release with
Mr. Sandler that implements the retirement benefits of AIG’s long-term
compensation plans and provides the separation pay and other benefits to which AIG executives are entitled under AIG’s Executive Severance Plan for terminations without
cause. These benefits include a payment of a total of $2,514,168 in separation
pay, payable over 2 years.
AIG’s
Amended and Restated Executive Severance Plan and Mr. Sandler’s agreement and release with AIG are attached as exhibits to this Current Report on Form 8-K and incorporated by reference herein.
Section
9 — Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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| Exhibit 10.1 |
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American International Group, Inc. Amended and Restated Executive Severance Plan. |
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| Exhibit 10.2 |
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Letter Agreement, dated as of September 25, 2008, between Robert M. Sandler and AIG. |
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.
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| Date: September 26,
2008 |
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AMERICAN INTERNATIONAL GROUP, INC.
(Registrant)
By: /s/ Kathleen E.
Shannon
Name: Kathleen E. Shannon
Title: Senior Vice President and Secretary |