8-K

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 8, 2023

AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Iowa	001-31911	42-1447959
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6000 Westown Parkway

West Des Moines, IA 50266

(Address of principal executive offices and zip code)

(515) 221-0002

(Registrant's telephone number, including area code)

Not Applicable

(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:

☐ 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))

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, par value $1	AEL	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A	AELPRA	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B	AELPRB	New York Stock Exchange

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

At American Equity Investment Life Holding Company’s (the “Company’s”) annual shareholder meeting on June 8, 2023, the Company's common shareholders:

1.re-elected four Company directors.
Nominee	For	Withheld	Broker Non-Votes	Total
Joyce A. Chapman	31,838,672	14,627,870	9,744,241	56,210,783
Michael E. Hayes	54,221,918	454,503	1,534,362	56,210,783
Robert L. Howe	51,124,598	3,482,216	1,603,969	56,210,783
William R. Kunkel	50,490,720	4,044,388	1,675,675	56,210,783
Ms. Chapman has agreed to serve only until the Company's 2025 annual shareholder meeting, and Mr. Howe and Mr. Kunkel have each agreed to serve only until the Company's 2024 annual shareholder meeting. The Company expects Mr. Hayes to serve for the entirety of the applicable 3-year term until the Company's 2026 annual shareholder meeting.
2.ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2023.
For	Against	Abstain	Broker Non-Votes	Total
56,114,919	61,291	34,573	—	56,210,783
3.declined to approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Company’s 2023 Proxy Statement.
For	Against	Abstain	Broker Non-Votes	Total
5,986,556	47,955,223	745,185	1,523,819	56,210,783

4.voted, on an advisory basis, on the frequency of future advisory votes to approve the compensation paid to the Company’s future named executive officers as disclosed in the Company's future proxy statements.
1 Year	2 Years	3 Years	Abstain	Broker Non-Votes	Total
48,853,551	66,521	5,612,087	154,805	1,523,819	56,210,783

5.approved the American Equity Investment Life Holding Company 2023 Equity Incentive Plan
For	Against	Abstain	Broker Non-Votes	Total
52,681,521	1,744,020	261,399	1,523,843	56,210,783

SIGNATURE

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 hereunto duly authorized.

	AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
Date: June 14, 2023	By:	/s/ Mark A. Schuman
		Mark A. Schuman
		Vice President and Associate General Counsel - Securities and Corporate Governance, and Assistant Secretary

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Cover Page	Jun. 08, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 08, 2023
Entity Registrant Name	AMERICAN EQUITY INVESTMENT LIFE HOLDING CO
Entity Incorporation, State or Country Code	IA
Entity File Number	001-31911
Entity Tax Identification Number	42-1447959
Entity Address, Address Line One	6000 Westown Parkway
Entity Address, City or Town	West Des Moines
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50266
City Area Code	515
Local Phone Number	221-0002
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001039828
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common stock, par value $1
Trading Symbol	AEL
Security Exchange Name	NYSE
Preferred Stock, Series A
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A
Trading Symbol	AELPRA
Security Exchange Name	NYSE
Preferred Stock, Series B
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B
Trading Symbol	AELPRB
Security Exchange Name	NYSE