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): April 30, 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).
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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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| Item 7.01 |
Regulation FD Disclosure.
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On April 30, 2020, the Company issued a press release announcing that that it intends to adjourn its 2020 Annual Meeting of Shareholders scheduled for Wednesday, May 20, 2020 at 11:00 a.m.,
Eastern time and reconvene promptly after adjournment exclusively in a virtual format. The Annual Meeting will be held at www.virtualshareholdermeeting.com/AFG2020. The Company has made these changes due to continued public health precautions
surrounding the COVID-19 pandemic and guidelines regarding in-person gatherings and believes that this venue will help to protect the health and well-being of AFG’s employees, directors and shareholders. Further information regarding this change
to location, date and time of the Annual Meeting can be found in the proxy supplement filed by the Company with the Securities and Exchange Commission on April 30, 2020. The full text of the press release is furnished herewith as Exhibit 99.1 and
is incorporated herein by reference.
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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Financial Statements and Exhibits.
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Exhibits.
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Press release dated April 30, 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: May 1, 2020
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By:
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/s/ Mark A. Weiss
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Mark A. Weiss
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Vice President
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3
Exhibit 99.1
American Financial Group, Inc. Announces Intention to Hold its 2020 Annual Meeting of Shareholders in a Virtual Meeting Format
CINCINNATI – April 30, 2020 – American Financial Group, Inc. (NYSE: AFG) today announced that it intends to adjourn its 2020 Annual Meeting of Shareholders scheduled for Wednesday, May 20, 2020 at 11:00 a.m.,
Eastern time and reconvene promptly after adjournment exclusively in a virtual format. AFG’s proxy materials were mailed on or around April 3 and disclosed the possibility of participation or attendance solely by means of remote communication.
Due to continued public health precautions surrounding the COVID-19 pandemic and guidelines regarding in-person gatherings, AFG will conduct its 2020 Annual Meeting of Shareholders in a virtual format. The Company
believes that this method will help to protect the health and well-being of AFG’s shareholders, employees and directors, while continuing to participate as outlined below.
The record date to determine shareholders who are entitled to attend or vote at the meeting has not changed. To participate, shareholders of record as of the close of business on March 27, 2020 must login at www.virtualshareholdermeeting.com/AFG2020
and enter the control number included on their proxy card, voting instruction form or other notice received.
Shareholders accessing the virtual meeting using their control numbers will also be able to vote and ask questions at the meeting. No control number is required for those attending the meeting as a guest, but
those attending as guests will not be able to vote their shares or ask questions.
The Company encourages shareholders to vote in advance of the Annual Meeting by internet, phone, or mail. The proxy card included with the Annual Meeting proxy materials will not be updated to reflect the
information above and may continue to be used to vote shares in connection with the Annual Meeting.
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.
Contact:
Diane P. Weidner, IRC
Asst. Vice President - Investor & Media Relations
513-369-5713
Websites:
www.AFGinc.com
www.GreatAmericanInsuranceGroup.com
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AFG2020-10