American International Group 8-K 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2013
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
180 Maiden Lane
New York, New York 10038
(Address of principal executive offices)
Registrants 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):
Section 5 Corporate Governance and Management
(e) As discussed in more detail in the 2013 Proxy Statement filed today, American International Group, Inc. (AIG) has established its 2013 executive compensation program. On April 1, 2013, the Compensation and Management Resources Committee of AIGs Board of Directors (the Committee) took actions to implement this program. For more information on the 2013 executive compensation program, please refer to Compensation Discussion and AnalysisOverview2013 Compensation Program and Compensation Discussion and AnalysisCommittee Compensation Decisions for 2013 in AIGs 2013 Proxy Statement, which sections are hereby incorporated by reference in this Current Report on Form 8-K.
Our 2013 executive compensation program is based on a structure of a market-competitive base salary, 25 percent to 35 percent target short-term incentive opportunity and at least 40 percent target long-term incentive opportunity. An executives total direct compensation target is determined based on the individuals position, skills and experience, demonstrated performance and market practice and is then allocated in accordance with the compensation structure. We believe this structure provides an appropriate balance of fixed and variable pay, drives achievement of AIGs short- and long-term business strategies and aligns the economic interests of our executives with the long-term interests of AIG and our shareholders.
In accordance with this program, the Committee established the following 2013 compensation structures for AIGs named executive officers:
The 2013 base salaries are effective on April 1, 2013 for Messrs. Benmosche and Hancock and January 1, 2013 for the other named executives.
The Committee also amended the AIG 2012 Executive Severance Plan (the 2012 ESP), established in December 2012, for better consistency across participants in calculating the three-year-average annual incentives portion of the severance formula. As amended, for any year in which a participant was among AIGs top 25 most highly compensated employees, this calculation will use the participants annual short-term incentive target for the year of termination (rather than the participants TARP restricted stock units award). Mr. Benmosche is not eligible for severance under the terms of his employment agreement. For more information on the 2012 ESP, please refer to Potential Payments on TerminationExecutive Severance Plan in our 2013 Proxy Statement, which section is hereby incorporated by reference in this Current Report on Form 8-K.
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.