- Notice of exempt solicitation. Definitive material. (PX14A6G)
30 4월 2011 - 2:59AM
Edgar (US Regulatory)
FORM PX14A6G
AMERICAN
FINANCIAL GROUP, INC. – AFG
Filed: April 29,
2011
Notice of Exempt
Solicitation. Definitive Materials.
United States Securities and Exchange Commission
Washington, D.C. 20549
Notice of Exempt Solicitation
Pursuant to Rule 14a-103
1. Name of Registrant:
American Financial Group, Inc.
2. Name of person(s) relying on exemption:
a. Calvert Social Index Fund and Calvert VP S&P MidCap 400 Index Portfolio, each acting through Calvert Asset Management Company, Inc., which will be renamed Calvert Investment Management, Inc. on or about April 30, 2011.
b. Board of Pensions of the Evangelical Lutheran Church in America.
3. Address of person(s) relying on Exemption:
a. 4550 Montgomery Avenue, Suite 1000N, Bethesda, MD 20814
b. 800 Marquette Ave., Suite 1050, Minneapolis, Minnesota, 55402
4. Written Materials:
Attached are written materials, submitted pursuant to Rule 14a-6(g) promulgated under the Securities Exchange Act of 1934, that were distributed to the media as a press release.
IMPORTANT PROXY VOTING MATERIAL
Contact: Melinda Lovins
301.657.7089
Melinda.Lovins@Calvert.com
CALVERT SUBMITS SHAREHOLDER PROPOSAL
IN EFFORT TO INCREASE BOARD DIVERSITY AT
AMERICAN FINANCIAL GROUP
BETHESDA, MD.///April 27, 2011//
Calvert Asset Management Company, Inc.* and the Board of Pensions of the Evangelical Lutheran Church in America filed a shareholder proposal focused on the lack of diversity on American Financial Groups Board of Directors and within Senior Management.
Shareholders will vote on Proposal #8, a non-binding resolution, at the companys May 11, 2011 annual meeting. The proposal recommends that the company amend current director search procedures to increase the likelihood of adding diverse candidates. Further, the proposal recommends that the company amend director selection criteria to specifically consider diversity in race and/or gender as part of desired board characteristics.
Despite a growing body of research showing that there is a significant positive relationship between firm value and the percentage of women or minorities on boards, American Financial Group remains unwilling to consider diversity as part of every search for director candidates, said Aditi Mohapatra, Senior Sustainability Analyst, Calvert.
This proposal comes in response to American Financial Groups position as an outlier among its peers on board diversity.
Ø
Nearly 80 percent of American Financial Groups peers within the Russell 1000 have at least one woman on their board of directors.
Ø
Currently, American Financial Group has no women and no minorities on its Board of Directors or within Senior Management.
Ø
The company has taken no proactive measures to address the lack of diversity.
o
Seventy percent of the S&P 100 consider diversity
in the selection of board nominees and 44 percent specifically mention the
consideration of diversity in
race and/or gender
as desired board
nominee characteristics.
[1]
Ø
The current board includes three
directors with tenures over fifteen years.
“The lack of diversity on
boards is not a talent issue. Companies searching for a director nominee will
find that there are plenty of qualified women and minorities who can bring
independent, thoughtful views to boardrooms.” Mohapatra added, “We encourage
American Financial Group to expand the director selection process and consider
a wider range of candidates.”
About Calvert Investments
®
Calvert Investments is a
leader within the investment community in advocating for corporate diversity.
Calvert Investments has been active in promoting board diversity. Since 2002,
Calvert Investments has filed over 55 resolutions seeking commitments to
increase board diversity. As a result, to date 46 companies have either added
a diverse candidate to the board or amended director selection criteria to
consider diversity.
In 2004, Calvert Investments
developed and launched the Calvert Women’s Principles
®
, the first
global code of corporate conduct focused exclusively on empowering, advancing
and investing in women. Today, the Principles form the baseline for an effort
by the UN Global Compact and UN Women called the Women’s Empowerment Principles
and an initiative with the City of San Francisco’s Department on the Status of
Women and Verité called the Gender Equality Principles.
A leader in
Sustainable and Responsible Investments (SRI), Calvert Investments offers
investors among the widest choice of SRI strategies of any investment
management company in the United States. Each SRI strategy employs one of three
proprietary approaches. Calvert Signature
®
Strategies integrate two
distinct research frameworks: a rigorous review of financial performance plus a
thorough assessment of environmental, social, and governance performance. Only
when a company meets Calvert standards for both frameworks will we consider
investing. Calvert Solution
®
Strategies selectively invest in
companies that produce products and services designed to solve some of today's
most pressing sustainability challenges. Calvert SAGE
TM
Strategies
emphasize strategic engagement to advance environmental, social, and governance
performance in companies that may not meet Calvert standards today, but have
the potential to improve. More information on Calvert SRI strategies is
available at
http://www.Calvert.com/SRI
.
Calvert Asset Management
Company, Inc., 4550 Montgomery Avenue, Suite 1000N, Bethesda, MD 20814 #11135 (04/11)*
* Effective 4/30/2011,
Calvert Asset Management Company, Inc. will be renamed Calvert Investment
Management, Inc.
[1]
Calvert Investments,
Examining
the Cracks in the Ceiling: A Survey of Corporate Diversity Practices in the
S&P 100,
October 2010
##END##
THE FOREGOING INFORMATION MAY BE DISSEMINATED TO SHAREHOLDERS VIA TELEPHONE, U.S. MAIL, E-MAIL, NEWSPAPERS, MAGAZINES, TELEVISION PROGRAMMING, CERTAIN WEBSITES AND CERTAIN SOCIAL MEDIA VENUES, AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR AS A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. NO PROXY CARDS WILL BE ACCEPTED BY CALVERT ASSET MANAGEMENT COMPANY, INC. (CAMCO), ANY REGISTERED INVESTMENT COMPANY THAT HAS RETAINED CAMCO AS ITS INVESTMENT ADVISER (EACH A CALVERT FUND) OR THE BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN AMERICA (BPELCA).
PLEASE DO NOT SEND YOUR PROXY TO CAMCO, ANY CALVERT FUND OR BPELCA. TO VOTE YOUR PROXY, PLEASE FOLLOW THE INSTRUCTIONS ON YOUR PROXY CARD. THE COST OF DISSEMINATING THE FOREGOING INFORMATION TO SHAREHOLDERS IS BEING BORNE ENTIRELY BY CAMCO, CERTAIN CALVERT FUNDS AND/OR BPELCA.
For questions regarding
American Financial Group Proposal # 8 on Board Composition,
please contact Aditi Mohapatra, Calvert Asset Management Company, Inc., 301.961.4715, aditi.mohapatra@calvert.com
American Financial (NYSE:AFG)
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American Financial (NYSE:AFG)
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