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): June 10, 2020
(Exact name of registrant as specified in its charter)
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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.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (513 ) 579-2121
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(Former name or former address, if changed since last report.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on
which registered
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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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American Financial Group, Inc. (the “Company”) announced on June 10, 2020 that it has accepted the resignation of Joseph E. (Jeff)
Consolino, Executive Vice President and CFO, effective Friday, June 12, 2020. Mr. Consolino is leaving the Company to pursue another opportunity in the insurance industry. In connection with this transition, Mr. Consolino has also stepped down from
the Company’s Board of Directors, also effective June 12, 2020. The resignation was not the result of any disagreement that Mr. Consolino had with the Company on any matter.
The Company will conduct a national search (which will include internal candidates) to identify a successor and expects to appoint, on an
interim basis, one or more operating group chief financial officers to serve as principal accounting officer and principal financial officer.
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Item 7.01
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Regulation FD Disclosure.
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On June 10, 2020, the Company issued a press release announcing the resignation set forth in Item 5.02 above. A copy of the press
release is attached as Exhibit 99.1.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by
reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Press Release dated June 10, 2020.
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104
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Cover page Interactive Date File (embedded within Inline XBRL document).
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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 thereunto duly authorized.
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AMERICAN FINANCIAL GROUP, INC.
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Date: June 15, 2020
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By: |
/s/ Mark A. Weiss
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Mark A. Weiss
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Vice President
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Exhibit 99.1
American Financial Group, Inc. Announces Leadership Changes
CINCINNATI – June 10, 2020 – American Financial
Group, Inc. (NYSE: AFG) announced today that it has accepted the resignation of Joseph E. (Jeff) Consolino, AFG’s Executive Vice President and CFO, effective Friday, June 12. Mr. Consolino will be leaving AFG to pursue another opportunity in the
insurance industry. In connection with this transition, Mr. Consolino will step down from AFG’s Board of Directors effective June 12, 2020.
Carl H. Lindner III and S. Craig Lindner, AFG’s Co-Chief Executive Officers commented, “On behalf of AFG’s board of directors and our senior management team, we thank
Jeff for his contributions to our Company since arriving from Validus in February 2013, and we wish him the best in his future endeavors.”
Jeff Consolino commented: “I enjoyed my time as an executive with AFG and valued the opportunity to work with the many high caliber members of its leadership team. AFG
is a great company and is positioned well for continued future success. I wish all of my friends and colleagues there the very best.”
About American Financial Group, Inc.
American Financial Group is an insurance holding company, based in Cincinnati, Ohio with assets of approximately $68 billion as of March 31, 2020. Through the operations
of Great American Insurance Group, AFG is engaged primarily in property and casualty insurance, focusing on specialized commercial products for businesses, and in the sale of traditional fixed and indexed annuities in the retail, financial
institutions, broker-dealer, and registered investment advisor markets. Great American Insurance Group’s roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.
Forward Looking Statements
This press release contains certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements in this press release not dealing with historical results are forward-looking and are based on estimates, assumptions and projections. Examples of such forward-looking statements
include statements relating to: the Company's expectations concerning market and other conditions and their effect on future premiums, revenues, earnings, investment activities and the amount and timing of share repurchases; recoverability of asset
values; expected losses and the adequacy of reserves for asbestos, environmental pollution and mass tort claims; rate changes; and improved loss experience.
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Actual results and/or financial condition could differ materially from those contained in or implied by such forward-looking statements for a variety of reasons
including, but not limited to: changes in financial, political and economic conditions, including changes in interest and inflation rates, currency fluctuations and extended economic recessions or expansions in the U.S. and/or abroad; performance of
securities markets, including the cost of equity index options; new legislation or declines in credit quality or credit ratings that could have a material impact on the valuation of securities in AFG’s investment portfolio; the availability of
capital; changes in insurance law or regulation, including changes in statutory accounting rules and changes in regulation of the Lloyd’s market, including modifications to capital requirements; changes in costs associated with the exit from the
Lloyd’s market and the run-off of AFG’s Lloyd’s-based insurer, Neon; the effects of the COVID-19 outbreak, including the effects on the international and national economy and credit markets, legislative or regulatory developments affecting the
insurance industry, quarantines or other travel or health-related restrictions; changes in the legal environment affecting AFG or its customers; tax law and accounting changes; levels of natural catastrophes and severe weather, terrorist activities
(including any nuclear, biological, chemical or radiological events), incidents of war or losses resulting from pandemics, civil unrest and other major losses; disruption caused by cyber-attacks or other technology breaches or failures by AFG or its
business partners and service providers, which could negatively impact AFG’s business and/or expose AFG to litigation; development of insurance loss reserves and establishment of other reserves, particularly with respect to amounts associated with
asbestos and environmental claims; availability of reinsurance and ability of reinsurers to pay their obligations; trends in persistency and mortality; competitive pressures; the ability to obtain adequate rates and policy terms; changes in AFG’s
credit ratings or the financial strength ratings assigned by major ratings agencies to AFG’s operating subsidiaries; the impact of the conditions in the international financial markets and the global economy relating to AFG’s international
operations; and other factors identified in AFG’s filings with the Securities and Exchange Commission.
The forward-looking statements herein are made only as of the date of this press release. The Company assumes no obligation to publicly update any forward-looking
statements.
Contact:
Diane P. Weidner, IRC
Assistant Vice President – Investor & Media Relations
(513) 369-5713
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AFG2020-13
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