American International Group, Inc. disclosed on Feb. 11 that its board will expand from 14 seats to 16 seats, a move that accommodates two activist shareholders: billionaires John Paulson and Carl Icahn.
The board will nominate Paulson to take one of the new slots. His Paulson & Co. hedge fund bought an $800 million stake in AIG last May. Samuel Merksamer, a managing director of Icahn Capital LP, is the other nominee.
Plans also call for nominating AIG’s existing board of directors. All will be included in AIG’s proxy statement for election at the 2016 AIG annual shareholder meetings.
Douglas M. Steenland, AIG Chairman of the Board, said in prepared remarks that Paulson and Merksamer “will bring financial and business expertise to the Board, and we look forward to benefiting from their insights as we move forward with our strategy to create a leaner, more profitable and focused AIG.”
AIG CEO Peter Hancock disclosed a wide-ranging plan in January to divest assets, decentralize and return $25 billion to shareholders over the next two years. Icahn and some analysts wanted AIG to go much further and split itself up in order to maximize shareholder value.
Icahn released a statement on AIG’s move, explaining that one of his analysts will join the board rather than himself because of his involvement “in so many other companies at this time.”
He lauded Paulson’s expected addition to the AIG board, noting that he and Paulson “both have stated the same goals for AIG.”
“We commend the board for adopting a number of our recommendations over the last few months. We continue to believe that smaller and simpler is better and look forward to working collaboratively with the board and management to help catalyze a turnaround in core P&C operations, a more transparent operating structure, and the ultimate shedding of the SIFI designation,” Icahn said. “We believe that AIG stockholders will benefit from our agreement, which permits our representative to share information with our principals and consultants, subject to customary confidentiality restrictions. I hope and believe that we will work with AIG’s board to enhance value as we have done with so many other boards and companies in the past.”
Click here for details on AIG’s Q4 2015 financial results, also released on Feb. 11.