Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the initial closing of theBrookfield Investment (as defined below) and pursuant to the related Investment Agreement, datedOctober 17, 2020 , by and betweenAmerican Equity Investment Life Holding Company (the "Company"), Brookfield Asset Management Inc. ("Brookfield") andBurgundy Acquisitions I Ltd. , an affiliate of Brookfield (the "Investment Agreement"), Brookfield is entitled to appoint an individual to the Board of Directors (the "Board") of the Company. OnNovember 30, 2020 , the Board increased the size of the Board from thirteen (13) to fourteen (14) directors and appointedSachin Shah to serve as a Class III director to fill such vacancy. The initial term forMr. Shah will expire on the date of the next annual meeting of the Company's shareholders. On that date,Mr. Shah will stand for election to the Board by the Company's shareholders for a term expiring in 2024. The Board has determined thatMr. Shah is independent under the corporate governance standards of theNew York Stock Exchange .Mr. Shah currently is Managing Partner, Chief Investment Officer of Brookfield and Vice Chair ofBrookfield Renewable Group . Since 2002,Mr. Shah has been employed by Brookfield, a leading global alternative asset manager with approximately$575 billion of assets under management across its real estate, infrastructure, renewable power, private equity, and credit strategies. He has held a variety of senior roles across the organization, including Chief Executive Officer of Brookfield Renewable Partners from 2015-2020.Mr. Shah was appointed to serve as a director pursuant to the terms of the Investment Agreement as described above and is not currently expected to serve on any committees of the Board.Burgundy Acquisitions I Ltd. will receive the compensation made available to non-employee directors of the Company generally for the services ofMr. Shah , which includes: •$20,000 per quarter for Board service; and •an annual equity grant of time-based restricted common stock under the Company's Amended and Restated Equity Incentive Plan, which is typically awarded in June. The prorated equity grant for the period through the next annual meeting of the Company's shareholders forMr. Shah's service is 2,100 shares. Brookfield retains the right to appoint an individual to the Board until such time as Brookfield beneficially owns less than 9.0% of the issued and outstanding shares of common stock of the Company ("Common Stock"), excluding any reduction in Brookfield's ownership stake resulting from share repurchases or new issuances of Common Stock by the Company. Item 8.01 Other Events. In a press release issued onNovember 30, 2020 , the Company announced that following Hart-Scott-Rodino approval, it closed the first tranche of the previously disclosed equity investment by Brookfield pursuant to the Investment Agreement (the "Brookfield Investment "). The Company received approximately$336.9 million of proceeds from the issuance of 9,106,042 shares of Common Stock upon the initial closing of theBrookfield Investment . The Company also announced that it has entered into an accelerated share repurchase ("ASR") agreement withCitibank N.A . to repurchase up to$115 million of Common Stock. Under the ASR agreement, the Company will receive initial delivery of approximately 3.5 million shares of Common Stock, representing approximately 80% of the number of shares of Common Stock initially underlying the ASR agreement based on the closing price of the Common Stock of$26.28 onNovember 30, 2020 . The total number of shares to be repurchased will be based on the volume-weighted average price of the Common Stock during the term of the ASR agreement, less a discount, and subject to potential adjustments pursuant to the terms and conditions of the ASR agreement. The final settlement of the share repurchases under the ASR agreement is expected to be completed no later thanMarch 31, 2021 . A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibits are being furnished with this Form 8-K. Exhibit Number Description 99.1 Press Release, datedNovember 30, 2020 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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