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 17, 2023
(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).
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Emerging growth company
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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
Symbol(s)
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Name of each exchange on which registered
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| Section 5 |
Corporate Governance and Management
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| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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The Company held its annual meeting of shareholders on May 17, 2023. The voting results on the proposals considered at the annual
meeting are set forth below:
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Elect 11 directors.
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For
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Withheld
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Broker
Non-Votes
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Carl H. Lindner III
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73,120,082
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1,793,271
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2,923,431
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S. Craig Lindner
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73,068,994
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1,844,359
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2,923,431
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John B. Berding
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69,899,436
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5,013,917
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2,923,431
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James E. Evans
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66,580,190
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8,333,163
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2,923,431
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Terry S. Jacobs
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70,175,571
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4,737,782
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2,923,431
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Gregory G. Joseph
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70,001,501
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4,911,852
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2,923,431
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Mary Beth Martin
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72,039,364
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2,873,989
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2,923,431
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Amy Y. Murray
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74,313,139
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600,214
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2,923,431
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Evans N. Nwankwo
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72,552,003
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2,361,350
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2,923,431
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William W. Verity
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63,485,663
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11,427,690
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2,923,431
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John I. Von Lehman
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71,823,549
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3,089,804
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2,923,431
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Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023.
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For
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Against
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Abstain
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75,541,931
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2,255,552
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39,301
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Approve, on an advisory basis, the compensation of our named executive officers.
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For
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Against
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Abstain
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Broker
Non-Votes
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70,834,572
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3,894,655
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184,126
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2,923,431
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Approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers.
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One Year
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Two Years
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Three Years
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Abstain
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73,418,440
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76,579
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1,347,763
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70,571
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After reviewing the results of the nonbinding advisory vote on the frequency of the advisory vote on executive compensation, the Board of
Directors determined that future advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required nonbinding advisory vote on the frequency.
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: May 18, 2023
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By:
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/s/ Joseph C. Alter
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Joseph C. Alter
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Assistant Vice President and
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Deputy General Counsel
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