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 11, 2011

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.)

180 Maiden Lane New York, New York 10038
(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

Item 5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 11, 2011, American International Group, Inc. (AIG) filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 5.07.		Submission of Matters to a Vote of Security Holders.

On May 11, 2011, AIG held its Annual Meeting of Shareholders at which the shareholders voted upon (i) the election of fourteen nominees as directors by the holders of AIG’s common stock, par value $2.50 per share (AIG Common Stock), for a one-year term; (ii) a non-binding shareholder resolution to approve executive compensation; (iii) a proposal to amend AIG’s Amended and Restated Certificate of Incorporation to restrict certain transfers of AIG Common Stock in order to protect AIG’s tax attributes; (iv) a proposal to ratify the American International Group, Inc. Tax Asset Protection Plan; (v) the ratification of the appointment of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2011; and (vi) a shareholder proposal relating to restricting hedging transactions.

The shareholders elected all fourteen director nominees, approved the non-binding shareholder resolution to approve executive compensation, approved the proposal to amend AIG’s Amended and Restated Certificate of Incorporation to restrict certain transfers of AIG Common Stock in order to protect AIG’s tax attributes, ratified the American International Group, Inc. Tax Asset Protection Plan, and approved the ratification of the appointment of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2011. The shareholder proposal did not receive the approval of a majority of the outstanding shares of AIG Common Stock, and, as a result, was not approved. The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.

		For				Against				Abstain				Broker Non-Votes
Robert H. Benmosche		1,718,252,585				424,080				139,064				33,614,893
W. Don Cornwell		1,717,907,474				752,904				155,351				33,614,893
John H. Fitzpatrick		1,718,211,456				455,097				149,176				33,614,893
Laurette T. Koellner		1,717,852,435				817,984				145,310				33,614,893
Donald H. Layton		1,718,210,584				445,712				159,433				33,614,893
Christopher S. Lynch		1,718,226,118				437,533				152,078				33,614,893
Arthur C. Martinez		1,714,531,590				4,108,058				176,081				33,614,893
George L. Miles, Jr.		1,713,916,883				4,727,582				171,264				33,614,893
Henry S. Miller		1,717,936,731				721,807				157,191				33,614,893
Robert S. Miller		1,717,813,746				848,726				153,257				33,614,893
Suzanne Nora Johnson		1,717,834,921				836,982				143,826				33,614,893
Morris W. Offit		1,716,791,911				1,865,815				158,003				33,614,893
Ronald A. Rittenmeyer		1,718,197,512				467,345				150,872				33,614,893
Douglas M. Steenland		1,717,940,715				717,649				157,365				33,614,893

		For				Against				Abstain				Broker Non-Votes
Non-binding shareholder resolution to approve executive compensation			1,675,331,447				38,498,380				4,985,902				33,614,893
Proposal to amend AIG’s Amended and Restated Certificate of Incorporation to restrict certain transfers of AIG Common Stock in order to protect AIG’s tax attributes			1,746,898,218				4,834,159				698,245				—
Proposal to ratify the American International Group, Inc. Tax Asset Protection Plan			1,713,136,265				5,378,733				300,731				33,614,893
Ratification of the appointment of PricewaterhouseCoopers LLP as AIG’s independent registered public accounting firm for 2011			1,725,969,173				20,849,894				5,611,555				—
Shareholder proposal relating to restricting hedging transactions			218,118,892				1,484,886,740				15,810,097				33,614,893

Section 9 — Financial Statements and Exhibits

Item 9.01.		Financial Statements and Exhibits.

     (d) Exhibits.

     3.1 Amended and Restated Certificate of Incorporation of American International Group, Inc.

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.

EXHIBIT INDEX

Exhibit No.				Description
	3.1			Amended and Restated Certificate of Incorporation of American International Group, Inc.