American Equity amends bylaws to adopt universal proxy rules, add exclusive forum, tighten advance notice

designate Iowa district courts as the exclusive forum for any internal corporate claims, as defined by the Iowa Business Corporation Act.

clarify portions of the Bylaws for consistency with the Iowa Business Corporation Act.

provide that a shareholder invoking the SEC's universal proxy rules with respect to its director nominee(s) must comply with all requirements of that rule and certify its compliance in order for its nominees (and all proxies and votes submitted for its nominees) to be considered at the shareholder meeting.

conform the Company's advance-notice Bylaws to common public company practices by requiring a shareholder nominating a director candidate or making a proposal at a shareholder meeting to provide additional background and other information about the shareholder, any such nominees, and other persons related to the shareholder's nomination and proposals. The shareholder must also update the disclosure to maintain its accuracy.