Section 5 - Corporate Governance and Management
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officer.
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On February 26, 2019, the Board of Directors (the “Board”) of American Financial Group, Inc. (the
“Company”) elected Mary Beth Martin to serve as a director until the next annual meeting of shareholders and until her successor is duly elected and qualified. Ms. Martin has also been nominated for re-election to the Board at the Company’s 2019
Annual Meeting of Shareholders to be held on May 22, 2019. The Board has determined that Ms. Martin is an independent director in accordance with guidelines that the Company has adopted, which guidelines comply with the listing standards set
forth by the New York Stock Exchange. The Board has not determined on which committees Ms. Martin will serve.
Ms. Martin has over 20 years of experience in the banking and commercial real estate industries.
During her career, she has led commercial real estate, private bank, trust, and asset management groups at regional banking institutions. For the past 12 years, Ms. Martin has been the Executive Director of the Farmer Family Foundation in
Cincinnati, Ohio. In that role, she manages the organization’s philanthropic goals and objectives, and oversees grant investments.
Ms. Martin is active in her community and currently serves on the Board of Directors of a number of
charitable organizations, including Accelerate Great Schools, where she also serves as Secretary and Treasurer, Music Hall Revitalization Corporation, Teach for America Southwest Ohio and Ohio Excels. She earned a BSBA in Finance and Real Estate
from the University of Cincinnati.
There is no arrangement or understanding between Ms. Martin and any other person pursuant to which
Ms. Martin was elected as a director of the Company. Ms. Martin will receive compensation for her service as a director in accordance with the Company’s compensation policies for non-employee directors, which are described under the heading
“Executive Compensation—Director Compensation” in the Company’s proxy statement filed with the SEC on April 6, 2018.
There have been no transactions nor are there any proposed transactions between the Company and Ms.
Martin that would require disclosure pursuant to Item 404(a) of Regulation S-K. Ms. Martin will participate in the compensation arrangements for non-employee directors as described beginning on page 39 of the Company’s proxy statement filed with
the SEC on April 6, 2018.
A copy of the press release announcing Ms. Martin’ election is furnished as Exhibit 99.1 and
incorporated by reference in this Item 5.02. The information contained herein 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act
Section 8 - Other Events
Item 8.01 Other Events.
On February 26, 2019, the Board established the position of Lead Independent Director and elected
Gregory G. Joseph to serve as Lead Independent Director. Mr. Joseph has served as a director of the Company since 2008 and is the current Chairman of the Audit Committee. The Company also amended the Company’s Corporate Governance Guidelines to
provide for a Lead Independent Director role.
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The creation of the Lead Independent
Director role and Mr. Joseph’s election reflects the Company’s continued commitment to corporate governance. The Lead Independent Director will serve as a liaison between the non-employee directors and management, will chair executive sessions
of the non-management and independent directors, will consult on board agendas and meeting materials and will have the other duties set forth in the amended Corporate Governance Guidelines that can be found on the Company’s website at www.AFGinc.com. Information on the Company’s website is not incorporated by reference in
the Current Report on Form 8-K.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press release dated February 26, 2019
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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 hereunto duly authorized.
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AMERICAN FINANCIAL GROUP, INC.
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Date: February 27, 2019
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By: /s/Karl J. Grafe
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Karl J. Grafe
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Vice President
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