Boardroom Alpha
Meeting calendar
AFG · Annual meeting · Wednesday, May 20, 2026

American Financial Group Inc

12 nominees · 3 ballot items.

Shareholders will vote to (1) elect 12 directors, (2) ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2026, and (3) approve, on an advisory (non-binding) basis, the compensation of the named executive officers (Say-on-Pay); the Board recommends voting FOR each item.

Market cap
$11.8B
1Y TSR
+15.7%
Board grade
B-
Record date
Mar 27, 2026
Filing
DEF 14A
Meeting concluded · May 20, 2026

Follow how the vote landed and what changed on American Financial Group Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.

Proposals

On the ballot3

  1. 1

    Election of 12 Directors

    ManagementBoard: FOR

    Elect 12 nominees (incumbent directors) to the Board to hold office until the next annual meeting and until their successors are elected and qualified.

  2. 2

    Ratification of Appointment of Independent Registered Public Accounting Firm

    ManagementBoard: FOR

    Ratify the Audit Committee’s appointment of Ernst & Young LLP as AFG’s independent registered public accounting firm for 2026.

  3. 3

    Advisory Vote on Compensation of our Named Executive Officers (Say-on-Pay

    ManagementBoard: FOR

    Cast a non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).

    More detail

    This advisory (non-binding) Say-on-Pay Proposal asks shareholders to approve the Company’s compensation of its named executive officers as disclosed in the proxy materials. Management is seeking shareholder approval to validate its pay practices and to obtain shareholder feedback on compensation design, which the Compensation Committee uses when reviewing program structure and awards. The Company emphasizes a pay-for-performance framework: a substantial portion of executive pay is variable and tied to objective annual and multi-year performance metrics (Operating EPS, ROE, and relative growth in book value per share), long-term equity awards with four-year cliff vesting, a double-trigger for change-in-control acceleration, and clawback policies for restatements. Notable context includes AFG’s dual Co-CEO leadership structure and substantial insider ownership by the Co-CEOs, which the Board cites as aligning management and shareholder interests but which also affects benchmarking and external perceptions of CEO pay. The Compensation Committee highlights that incentive goals are set against business plans and peer groups and that its programs combine absolute and relative metrics to balance short- and long-term performance without encouraging excessive risk-taking. The vote is advisory and not binding, but the Board and Compensation Committee state they will carefully review results and consider them in future compensation decisions. In evaluating the merits, a sophisticated analyst should weigh the plan’s heavy emphasis on objective metrics and long-term equity vesting and recoupment features against potential governance concerns raised by the longstanding Co-CEO structure and concentrated family ownership, and consider historical shareholder support for Say-on-Pay as well as the Company’s disclosed pay outcomes and retention features. Overall, management presents the proposal as a request for ratification of an executive compensation program designed to align pay with sustained shareholder value and prudent risk management, and it recommends a vote FOR on those grounds.

Director elections

Nominees on the ballot12

Independent
Tenure on this board
2.4 yrs
Also a director at
Alliant Energy Corp (LNT)
Ownership

Top institutional holders10

Latest 13F quarter
1FMR LLC5.4%4,522,279$578M
2VANGUARD PORTFOLIO MANAGEMENT LLC4.7%3,912,066$500M
3BlackRock, Inc.4.6%3,817,033$487M
4VANGUARD CAPITAL MANAGEMENT LLC4.0%3,284,836$420M
5STATE STREET CORP3.6%3,011,117$385M
6AMERICAN FINANCIAL GROUP INC 401(K) RETIREMENT SAVINGS PLAN2.8%2,366,711$302M
7BlackRock, Inc.2.5%2,110,652$270M
8CHARLES SCHWAB INVESTMENT MANAGEMENT INC2.5%2,100,409$268M
9VICTORY CAPITAL MANAGEMENT INC2.3%1,930,865$247M
10FMR LLC2.0%1,685,210$215M
Filings

Recent key filings

Periodic reports
Definitive proxies
Reference

Frequently asked questions

When is the American Financial Group Inc 2026 annual meeting?
American Financial Group Inc (AFG) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.
What is the record date for the American Financial Group Inc 2026 meeting?
The record date for the American Financial Group Inc 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for American Financial Group Inc's 2026 meeting?
The board is presenting 12 director nominees at the American Financial Group Inc 2026 meeting, listed with their independence status and background.
What proposals will shareholders vote on at the American Financial Group Inc 2026 meeting?
Shareholders will vote on 3 proposals at the American Financial Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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