DEF 14A 1 ny20001933x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to Section 240.14a-12

AMERICAN FINANCIAL GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒			No fee required.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11.
☐			Fee paid previously with preliminary materials.

TABLE OF CONTENTS

TABLE OF CONTENTS

Notice of 2022 Annual

Meeting of Shareholders

Cincinnati, Ohio

April 4, 2022

Dear Shareholder:

Our annual meeting of shareholders will be held on Wednesday, May 18, 2022, in Cincinnati, Ohio for the following purposes:

1.	To elect 11 directors;

2.	To ratify the appointment of our independent registered public accounting firm; and

3.	To approve on an advisory basis our named executive officer compensation.

Shareholders will also transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

The 2022 annual meeting of shareholders will be a virtual meeting conducted via webcast. You will be able to participate in the virtual meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/AFG2022.

You may vote if you were a shareholder of record at the close of business on March 25, 2022. Our proxy materials are available via the internet, which allows us to reduce printing and delivery costs and lessen environmental impact.

We want your shares to be represented at the meeting and urge you to vote. For instructions on voting and more information about the annual meeting, please refer to page 44 under, “Information about the Annual Meeting and Voting.”

Karl J. Grafe

Vice President and Secretary

Voting

Through the Internet: www.proxyvote.com	By toll free telephone: (800) 690-6903	By mail: Follow instructions on your proxy card	Virtually: At the Annual Meeting

TABLE OF CONTENTS

AMERICAN FINANCIAL GROUP, INC.

2022 Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting.

	General Information: (see “Information about the Annual Meeting and Voting” beginning on page 44):
	Meeting: 2022 Annual Meeting of Shareholders Date: May 18, 2022 Time: 11:00 a.m. Eastern Time Location: www.virtualshareholdermeeting.com/AFG2022 Record Date: March 25, 2022			Common Shares Entitled to Vote: 85,090,625 shares Stock Symbol: AFG Exchange: New York Stock Exchange (“NYSE”) State of Incorporation: Ohio Corporate Website: www.AFGinc.com

Matters to be Voted on :
Item	Board Recommendation	Pages
1. Election of 11 Director Nominees: Carl H. Lindner III S. Craig Lindner John B. Berding James E. Evans Terry S. Jacobs (Independent) Gregory G. Joseph (Lead Independent) Mary Beth Martin (Independent) Amy Y. Murray (Independent) Evans N. Nwankwo (Independent) William W. Verity (Independent) John I. Von Lehman (Independent)	FOR each nominee	Beginning on page 2
2. Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	Page 8
3. Advisory Vote to Approve Compensation of Named Executive Officers (“Say-on-Pay”)	FOR	Page 9

SEC Form DEF 14A filed by American Financial Group Inc.