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):  May 21, 2014


AMERICAN FINANCIAL GROUP, INC.


(Exact name of registrant as specified in its charter)

 Ohio
1-13653
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.07                          Submission of Matters to a Vote of Security Holders.
 
American Financial Group, Inc. convened its annual meeting of shareholders on May 21, 2014.  The voting results on the proposals considered at the annual meeting are set forth below:
1. Elect 11 directors.
For
Withheld
Broker
Non-Votes
Carl H. Lindner III
75,646,157
3,026,103
5,056,722
S. Craig Lindner
75,646,581
3,025,679
5,056,722
Kenneth C. Ambrecht
75,447,592
3,224,668
5,056,722
John B. Berding
67,970,345
10,701,915
5,056,722
Joseph E. (Jeff) Consolino
66,978,987
11,693,273
5,056,722
Virginia C. Drosos
76,918,896
1,753,364
5,056,722
James E. Evans
73,725,695
4,946,565
5,056,722
Terry S. Jacobs
74,872,647
3,799,613
5,056,722
Gregory G. Joseph
75,694,582
2,977,678
5,056,722
William W. Verity
68,450,635
10,221,625
5,056,722
John I. Von Lehman
76,914,139
1,758,121
5,056,722
2. Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014.
For
Against
Abstain
82,510,027
999,707
219,248
3. Approve, on an advisory basis, compensation of our named executive officers.
For
Against
Abstain
Broker
Non-Votes
66,294,914
11,949,196
428,150
5,056,722
4. Approve Annual Senior Executive Bonus Plan.
For
Against
Abstain
Broker
Non-Votes
77,065,715
1,335,505
271,040
5,056,722
5. Shareholder proposal to adopt a sexual orientation non-discrimination policy.
For
Against
Abstain
Broker
Non-Votes
33,051,218
43,490,461
2,130,581
5,056,722




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.
Date: May 23, 2014
AMERICAN FINANCIAL GROUP, INC.
 
 
By:            /s/ Karl J. Grafe                                                  
Karl J. Grafe
Vice President