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):  June 10, 2020
 
AMERICAN FINANCIAL GROUP, INC.
 
(Exact name of registrant as specified in its charter)

Ohio
001-13653
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.
 
American Financial Group, Inc. (the “Company”) announced on June 10, 2020 that it has accepted the resignation of Joseph E. (Jeff) Consolino, Executive Vice President and CFO, effective Friday, June 12, 2020. Mr. Consolino is leaving the Company to pursue another opportunity in the insurance industry. In connection with this transition, Mr. Consolino has also stepped down from the Company’s Board of Directors, also effective June 12, 2020.  The resignation was not the result of any disagreement that Mr. Consolino had with the Company on any matter.
 
The Company will conduct a national search (which will include internal candidates) to identify a successor and expects to appoint, on an interim basis, one or more operating group chief financial officers to serve as principal accounting officer and principal financial officer.
 
Item 7.01
Regulation FD Disclosure.
 
On June 10, 2020, the Company issued a press release announcing the resignation 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 June 10, 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.
 
 
AMERICAN FINANCIAL GROUP, INC.
     
Date: June 15, 2020
 By:
/s/   Mark A. Weiss


Mark A. Weiss
 
Vice President


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