American International Group Inc

This advisory proposal asks shareholders to approve, on a non-binding basis, the 2025 compensation paid to AIG’s named executive officers as disclosed in the proxy materials. Management is seeking shareholder approval to demonstrate investor support for its compensation framework, which emphasizes performance-based incentives (STI and LTI) tied to underwriting metrics, adjusted after-tax income per share, return on equity and relative TSR. The proposal must be read in the context of AIG’s strong 2025 financial performance, significant capital returns to shareholders, and an active CEO succession process that resulted in hiring a CEO-elect and amendments to executive compensation arrangements. The Compensation and Management Resources Committee highlights that it broadened shareholder engagement after receiving lower support in 2025, revised disclosure around metric selection and goal-setting, refreshed the peer group, tightened certain LTI design features (including a cap on relative TSR when TSR is negative), and increased CEO stock ownership requirements. Management argues these changes and the heavy weighting of performance-based equity align executives’ incentives with long-term shareholder value while enabling retention and recruitment of top talent, including a partial buy-out award for the incoming CEO to offset forfeited earned equity. Opposing viewpoints (from some investors historically) have focused on the size and structure of certain awards and the need for clearer disclosure; AIG responded with expanded disclosure and program modifications intended to address those concerns. The Board unanimously recommends a FOR vote, stating that the program effectively aligns pay with performance and that the CMRC will continue to consider shareholder feedback in future design. For investors evaluating the merits, key considerations include the heightened performance rigor, the company’s 2025 operational and underwriting improvements, the use of relative and absolute metrics to balance short- and long-term focus, and the specific transitional awards tied to CEO succession which may affect near-term dilution and governance optics.

This catch-all item reserves the right to consider any other matters that may properly be presented at the Annual Meeting but that are not specifically described in the proxy materials. Such items are typically procedural or incidental and are not defined in advance; as a result, the Board does not provide a specific recommendation in the proxy statement. Proxies submitted by shareholders will generally grant the named proxy holders discretionary authority to vote on such matters consistent with their fiduciary duties; for street-held shares, broker-dealers may not have authority to vote on unknown non-routine matters, which can result in broker non-votes. Because the content and implications of any "other business" are unknown at the time the proxy materials are published, investors cannot evaluate the substance in advance and should monitor disclosures and meeting materials for any announced additional proposals. From a governance perspective, such items are rare at well-managed large-cap companies and, when they arise, are often ministerial, housekeeping or de minimis matters; significant substantive proposals are typically disclosed in advance to allow informed shareholder consideration. If any material matter is presented, the Board or management will typically explain the rationale during the meeting and shareholders will be given an opportunity to vote or ask questions. In evaluating any unexpected item, holders should consider whether the matter materially affects shareholder rights, governance, or company strategy and whether adequate disclosure and justification have been provided.