AMERICAN FINANCIAL GROUP INC

Regulatory Filings • Mar 27, 2015

DEFA14A 1 v405011_defa14a.htm DEFA14A

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 x

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 |
| x | 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):

| x | No
fee required. |
| --- | --- |
| ¨ | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |

| (1) | Title
of each class of securities to which transaction applies: |
| --- | --- |
| (2) | Aggregate
number of securities to which transaction applies: |
| (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): |
| (4) | Proposed
maximum aggregate value of transaction: |
| (5) | Total
fee paid: |

| ¨ | Fee
paid previously with preliminary materials. |
| --- | --- |
| ¨ | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing. |

| (1) | Amount
Previously Paid: |
| --- | --- |
| (2) | Form,
Schedule or Registration Statement No.: |
| (3) | Filing
Party: |
| (4) | Date
Filed: |

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* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 12, 2015.

| AMERICAN FINANCIAL GROUP, INC. | Meeting
Information |
| --- | --- |
| | Meeting
Type: Annual Meeting For
holders as of: March 18, 2015 Date: May
12, 2015 Time: 11:00 AM EDT Location: Great American Insurance Group Tower 18th Floor 301 East Fourth
Street Cincinnati, Ohio
45202 |
| AMERICAN
FINANCIAL GROUP, INC. GREAT
AMERICAN INSURANCE GROUP TOWER 301
EAST FOURTH STREET CINCINNATI,
OH 45202 ATTN:
KARL J. GRAFE | You
are receiving this communication because you hold shares in the company named above. This
is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or
easily request a paper copy (see reverse side). W e encourage you to access
and review all of the important information contained in the proxy materials before voting. See the reverse side
of this notice to obtain proxy materials and voting instructions. |

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— Before You Vote —

How to Access the Proxy Materials

| Proxy
Materials Available to VIEW or RECEIVE: |
| --- |
| 1.
Annual Report 2. Notice & Proxy Statement 3.
Form 10-K |
| How
to View Online: |
| Have
the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. |
| How
to Request and Receive a PAPER or E-MAIL Copy: |
| If
you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your request: |
| 1) BY INTERNET : www.proxyvote.com |
| 2) BY TELEPHONE : 1-800-579-1639 |
| 3) BY E-MAIL* : sendmaterial@proxyvote.com |
| *
If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked
by the arrow (located on the following page) in the subject line. |
| Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to
your investment advisor. Please make the request as instructed above on or before April
28, 2015 to facilitate timely delivery. |

— How To Vote —

Please Choose One of the Following Voting Methods

| Vote
In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an
attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements
for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
| --- |
| Vote
By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the
box marked by the arrow (located
on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy
of the materials, which will include a proxy card. |

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Voting Items

The Board of Directors recommends you vote FOR each of the following nominees:

1. Election of Directors

Nominees: — 01)	Carl H. Lindner III	07)	James E. Evans
02)	S. Craig Lindner	08)	Terry S. Jacobs
03)	Kenneth C. Ambrecht	09)	Gregory G. Joseph
04)	John B. Berding	10)	William W. Verity
05)	Joseph E. (Jeff) Consolino	11)	John I. Von Lehman
06)	Virginia C. Drosos

The Board of Directors recommends you vote FOR proposals 2, 3 and 4.

1. Proposal to ratify the Audit Committee's appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for 2015.

2. Advisory Vote on Compensation of Named Executive Officers.

3. Approval of 2015 Stock Incentive Plan.

NOTE: Such other business as may properly come before the meeting or any postponement or adjournment thereof.

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AMERICAN FINANCIAL GROUP, INC. GREAT AMERICAN INSURANCE GROUP TOWER 301 EAST FOURTH STREET CINCINNATI, OH 45202 ATTN: KARL J. GRAFE VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M85288-P59465
DETACH AND RETURN THIS PORTION
ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

| AMERICAN
FINANCIAL GROUP, INC. | | Withhold All | For All Except |
| --- | --- | --- | --- |
| The Board of Directors recommends you vote FOR | ☐ | ☐ | ☐ |
| each of the following nominees: | | | |
| 1. | Election of Directors | | |
| | Nominees | | |

01) Carl H. Lindner III	07) James E. Evans
02) S. Craig Lindner	08) Terry S. Jacobs
03) Kenneth C. Ambrecht	09) Gregory G. Joseph
04) John B. Berding	10) William W. Verity
05) Joseph E. (Jeff) Consolino	11) John I. Von Lehman
06) Virginia C. Drosos

| The Board of Directors recommends
you vote FOR proposals 2, 3 and 4. — 2. | Proposal to ratify the Audit Committee's appointment of Ernst &
Young LLP as the Company's Independent Registered Public Accounting Firm for 2015. | ¨ | Against — ¨ | Abstain — ¨ |
| --- | --- | --- | --- | --- |
| 3. | Advisory Vote on Compensation of Named Executive Officers. | ¨ | ¨ | ¨ |
| 4. | Approval of 2015 Stock Incentive Plan. | ¨ | ¨ | ¨ |
| NOTE: Such other business as may properly come before the
meeting or any postponement or adjournment thereof. | | | | |
| For address changes/comments, mark here. | | | | |
| (see reverse for instructions) | | ¨ | | |
| Please indicate if you plan to attend this meeting. | ¨ | ¨ | | |
| | Yes | No | | |
| Please sign exactly as your name(s) appear(s) hereon. When signing
as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally.
All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | |

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement, Annual Report and Form 10-K are available at www.proxyvote.com.

M85289-P59465

| AMERICAN
FINANCIAL GROUP, INC. Annual
Meeting of Shareholders May
12, 2015 11:00 A.M. Eastern Daylight Time This
proxy is solicited by the Board of Directors The
undersigned hereby appoints Karl J. Grafe and Mark A. Weiss, and either of them, attorneys and proxies, with the power
of substitution to each, to vote all shares of common stock of the Company that the undersigned may be entitled to vote
at the Annual Meeting of Shareholders of the Company to be held May 12, 2015, at 11:00 A.M. Eastern Daylight Time, on
the matters set forth on the reverse side (and at their discretion to cumulate votes in the election of directors if cumulative
voting is invoked by a shareholder through proper notice to the Company), and on such other matters as may properly come
before the meeting or any postponement or adjournment thereof. This proxy, when properly executed, will be voted as
directed by the shareholder(s). If no such directions are made, this proxy will be voted FOR the election to the
Board of Directors of the nominees listed on the reverse side and FOR each remaining proposal. |
| --- |
| Address Changes/Comments: |
| (If you noted any Address Changes and/or
Comments above, please mark corresponding box on the reverse side.) |
| Continued and to be signed on reverse
side |

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