Current Report Filing (8-k)
14 Juin 2022 - 10:36PM
Edgar (US Regulatory)
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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 8,
2022
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
(Exact name of registrant as specified in its charter)
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Iowa |
001-31911 |
42-1447959 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
6000 Westown Parkway
West Des Moines, IA 50266
(Address of principal executive offices and zip code)
(515) 221-0002
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last
report)
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:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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Common stock, par value $1 |
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AEL |
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New York Stock Exchange |
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Depositary Shares, each representing a 1/1,000th interest in a
share of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock,
Series A |
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AELPRA |
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New York Stock Exchange |
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Depositary Shares, each representing a 1/1,000th interest in a
share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock,
Series B |
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AELPRB |
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New York Stock Exchange |
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.
☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 8, 2022, James M. Gerlach informed the company of his
intent to retire from the American Equity Investment Life Holding
Company Board of Directors, and did so on June 10,
2022.
A.J. Strickland, III also retired from the Board, effective June
10. Mr. Strickland's term expired, and under the company's director
retirement policy he was not eligible to stand for re-election at
the company's 2022 annual shareholder meeting.
Item 5.07 Submission of Matters to a Vote of Security
Holders
Shareholders voted as follows at American Equity Investment Life
Holding Company’s (the “Company’s”) Annual Shareholder Meeting on
June 10, 2022.
The shareholders:
•elected
Mr. Bhalla, Mr. Matula, and Mr. Neugent to a term expiring at the
2025 Annual Shareholder Meeting;
•ratified
the appointment of Ernst & Young LLP as our independent
registered public accounting firm for 2022; and
•approved,
on an advisory basis, the compensation paid to the Company’s Named
Executive Officers as disclosed in the Company’s 2022 Proxy
Statement.
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1.Election
of Directors
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Nominee |
For |
% For
(ex. non-votes) |
Withheld |
Broker Non-Votes |
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Anant Bhalla |
67,901,058 |
97.04% |
2,073,383 |
4,404,059 |
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Alan D. Matula |
67,291,040 |
96.17% |
2,683,401 |
4,404,059 |
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Gerard D. Neugent |
55,507,659 |
79.33% |
14,466,781 |
4,404,060 |
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2.Ratify
the appointment of Ernst & Young LLP as our independent
registered public accounting firm for 2022
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For |
% For
(ex. abstain & non-votes) |
Against |
Abstain |
Broker Non-Votes |
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74,132,249 |
99.67% |
206,294 |
39,957 |
— |
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3.Advisory
vote to approve the compensation paid to the Company’s Named
Executive Officers
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For |
% For
(ex. abstain & non-votes) |
Against |
Abstain |
Broker Non-Votes |
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67,609,576 |
96.62% |
2,274,979 |
89,886 |
4,404,059 |
SIGNATURE
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 hereunto duly
authorized.
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AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY |
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Date: June 14, 2022 |
By: |
/s/ Phyllis Zanghi |
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Phyllis Zanghi |
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Executive Vice President and Chief Legal Officer |
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American Equity Investme... (NYSE:AEL)
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American Equity Investme... (NYSE:AEL)
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