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):  August 27, 2020
 
AMERICAN FINANCIAL GROUP, INC.
 
(Exact name of registrant as specified in its charter)

Ohio
1-13653
31-1544320
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

301 East Fourth Street, Cincinnati, OH
 
45202
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (513) 579-2121
     
 
(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 (see General Instruction A.2. below):
 
☐
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))
 
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.  ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on
which registered
  Common Stock
  AFG
  New York Stock Exchange
  6% Subordinated Debentures due November 15, 2055
  AFGH
  New York Stock Exchange
  5.875% Subordinated Debentures due March 30, 2059
  AFGB
  New York Stock Exchange
  5.125% Subordinated Debentures due December 15, 2059
  AFGC
  New York Stock Exchange
  5.625% Subordinated Debentures due June 1, 2060
  AFGD
  New York Stock Exchange

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 27, 2020, the Board of Directors of American Financial Group, Inc. (the “Company”) elected Brian S. Hertzman as the Company’s Senior Vice President and Chief Financial Officer.  Mr. Hertzman, age 49, had served as the Company’s Vice President since 2014 and Controller since 2012, and from June 23, 2020, as the Company’s interim principal financial officer and principal accounting officer.
 
In connection with his promotion to Senior Vice President and Chief Financial Officer, Mr. Hertzman’s compensation will include a base salary of $420,000 and a prorated target incentive bonus for 2020 of $300,000.  Mr. Hertzman will also be eligible to receive benefits and perquisites consistent with those provided to other senior executive officers of the Company.
 
Neither Mr. Hertzman nor any member of his immediate family is party to any related party transactions for which disclosure would be required pursuant to Item 404(a) of Regulation S-K. There is no family relationship between Mr. Hertzman and any of the Company’s directors or executive officers and no arrangements or understandings with other persons pursuant to which Mr. Hertzman was selected as an officer.
 
Item 7.01
Regulation FD Disclosure.
 
On August 31, 2020, the Company issued a press release announcing the election set forth in Item 5.02 above.  A copy of the press release is attached as Exhibit 99.1.
 
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and 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. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
 
Press Release dated August 31, 2020.
 
 
104
Cover page Interactive Date File (embedded within Inline XBRL document).
 
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 thereunto duly authorized.
 
Date: September 1, 2020
AMERICAN FINANCIAL GROUP, INC.
     
 
By:
/s/
Mark A. Weiss  
   
Mark A. Weiss
 
   
Vice President


3
Exhibit 99.1


Brian S. Hertzman Promoted to Senior Vice President and Chief Financial Officer of American Financial Group, Inc.

CINCINNATI – August 31, 2020 – American Financial Group, Inc. (NYSE: AFG) is pleased to announce the promotion of Brian S. Hertzman to Senior Vice President and Chief Financial Officer.

Mr. Hertzman joined AFG in 1991 and has held positions of increasing responsibility within the Company’s finance and accounting areas during his nearly 30-year tenure. He previously served as Vice President and Controller of AFG, with responsibility for oversight of accounting policies and procedures in compliance with GAAP and other applicable regulations, and financial reporting to the Securities and Exchange Commission. In June 2020, Mr. Hertzman was named interim principal financial and accounting officer.

Mr. Hertzman earned a bachelor’s degree in Accounting and Finance from the University of Cincinnati and a Master of Business Administration in Finance from Xavier University. He is a Certified Public Accountant (CPA) in the State of Ohio, and a member of the American Institute of CPAs, the Ohio Society of CPAs and Financial Executives International. He also serves on the board of Camp Livingston, a non-profit community-based camp that serves the Greater Cincinnati area.

Carl H. Lindner III and S. Craig Lindner, AFG’s Co-Chief Executive Officers commented, “Brian’s business acumen and leadership skills have positioned him for success in this executive leadership role. We are proud of the strength of AFG’s succession planning and talent development programs, which have helped us build a deep bench of strong candidates for leadership opportunities at all levels of our organization.”

About American Financial Group, Inc.

American Financial Group is an insurance holding company, based in Cincinnati, Ohio with assets of approximately $70 billion as of June 30, 2020. Through the operations of Great American Insurance Group, AFG is engaged primarily in property and casualty insurance, focusing on specialized commercial products for businesses, and in the sale of traditional fixed and indexed annuities in the retail, financial institutions, broker-dealer, and registered investment advisor markets. Great American Insurance Group’s roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.

Contact:
Diane P. Weidner, IRC
Vice President – Investor & Media Relations
513-369-5713

Websites:
www.AFGinc.com
www.GreatAmericanInsuranceGroup.com

# # #