American Financial Group, Inc. (AFG)
NYSE: AFG · Real-Time Price · USD
136.48
+0.17 (0.12%)
May 20, 2026, 3:07 PM EDT - Market open
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AGM 2026

May 20, 2026

Joe Alter
Deputy General Counsel and Secretary, American Financial Group

—of shareholders of American Financial Group. My name is Joe Alter, and I serve as Deputy General Counsel and Secretary of the company. We appreciate our shareholders taking time to join us today. It's now my pleasure to introduce your Board of Directors. I'll start with our Co-Chief Executive Officers, Carl Lindner III and Craig Lindner, and our Lead Independent Director, Greg Joseph. Also with us today are John Berding, Craig Lindner Jr., Mary Beth Martin, Amy Murray, Roger Newport, Evan Nwankwo, David Thompson, Will Verity, and John Von Lehman. In addition, joining us today is Darren Kay of Ernst & Young, the company's independent registered public accounting firm. He'll be available to respond to appropriate shareholder questions following the business of the meeting. As with past Annual Meetings, following adjournment of the formal meeting, we'll respond to shareholder questions.

Only confirmed shareholders will be able to submit questions through the designated field on the web portal. In the interest of expediency, we will not repeat matters discussed on the company's most recent earnings conference call, a transcript of which is available on AFG's website under the investor relations section. With that, I would like to call to order the 2026 Annual Meeting of Shareholders. The Board established March 27th, 2026, as the record date for determining shareholders entitled to vote at this meeting. On or about April 3rd, 2026, a notice of Internet availability of the meeting, the company's proxy statement, and AFG's 2025 Annual Report, or alternatively, the documents themselves, were distributed to company shareholders as of the record date. On the record date, there were 83,086,295 shares of common stock outstanding entitled to vote at this meeting.

The transfer agent has informed us that there are represented, in-person or by proxy, shares of common stock representing approximately 75,911,000 votes, or over 91% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding shares entitled to vote on the record date, a quorum is present. Today, there are three proposals for shareholders' consideration. Each proposal is described fully in the company's 2026 Proxy Statement. The polls are now open to vote on these proposals. The polls will remain open while we review each proposal, after which time they will close. Any registered shareholder who has not yet voted or who wishes to change their vote may do so by clicking the voting button on the web portal and following the instructions there.

Shareholders who have previously submitted proxies or voted via telephone or the Internet and do not want to change their vote do not need to take any further action. Our first proposal is to elect 12 Directors to hold office for one year or until their successors are duly elected and qualified. The 12 nominees were introduced earlier in the meeting. The second proposal is the ratification of the company's independent registered public accounting firm for 2026. The company's Audit Committee charter requires that the audit committee annually appoint an independent public firm to serve as auditors. Although the Audit Committee has the sole authority to appoint auditors, the Committee seeks the opinion of shareholders regarding its appointment of Ernst & Young as the company's auditors.

Finally, the third proposal is an advisory vote on the compensation of our named Executive Officers as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as a say-on-pay vote. We've held a say-on-pay vote annually since our 2011 Annual Meeting, and that frequency is based primarily on our shareholders' preference. We ask that shareholders approve on an advisory basis the compensation of our named Executive Officers as disclosed in the proxy statement. While this vote is non-binding, the Compensation Committee and the Board highly value shareholder input and will take the results into account when making future compensation decisions. The Board has recommended that shareholders vote for each of the 12 Director Nominees and for Proposals 2 and 3. Having reviewed each proposal and provided shareholders with an opportunity to vote, the polls for the 2026 Annual Meeting are now closed.

The preliminary vote report indicates the following results. First, with respect to the proposal to elect Directors, the 12 nominees proposed by the Board of Directors have been elected. Second, the proposal to ratify our independent registered public accounting firm for 2026 has been approved. Third, the compensation of our named Executive Officers has been approved on an advisory basis. We will report the final vote results in a Form 8-K to be filed with the SEC within four business days. With the formal business concluded, the 2026 Annual Meeting of Shareholders is now adjourned. As in prior years, we'll now address shareholder questions relevant to the meeting that were submitted through the web portal. Consistent with the rules of conduct for this meeting, each shareholder will be limited to one question to ensure that all shareholders have the opportunity to participate.

We appreciate your patience as we take a moment to gather and review any submitted questions before providing our responses. Having received no questions, that concludes this year's Annual Meeting. On behalf of the AFG Board of Directors and the company's management, thank you for attending today's meeting. We appreciate your investment in the company. We hope you have a wonderful day.

Operator

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.

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