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 7, 2019
 
 
 
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
New York
 
1-7657
 
13-4922250
(State or other jurisdiction
of incorporation or organization)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 

 


 
200 Vesey Street
New York, New York
 
10285
(Address of principal executive offices)
 
(Zip Code)
 


 
 
Registrant's telephone number, including area code: (212) 640-2000
 

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 (see General Instruction A.2. below):
 
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))
 
 
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. ☐
 
 
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 Shares (par value $0.20 per Share)
 
AXP
 
New York Stock Exchange
 
 
 


 
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders
         
 (a)     The annual meeting of the shareholders of American Express Company (the “Company”) was held on May 7, 2019.  A quorum was present at the meeting as required by the Company’s By-laws. The matters that were voted upon at the meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
 
        Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present but were not counted as votes cast on any matter. For matters 2-6, the percentages for and against each matter reflect all of the votes cast.

(b)
 

 
1.     Election of Directors.

   
VOTES FOR
   
VOTES AGAINST
   
ABSTENTIONS
   
BROKER NON-VOTES
 
Charlene Barshefsky
   
675,376,560
     
6,526,425
     
2,101,404
     
72,327,842
 
John J. Brennan
   
680,018,340
     
1,874,697
     
2,111,352
     
72,327,842
 
Peter Chernin
   
660,810,086
     
20,968,232
     
2,226,071
     
72,327,842
 
Ralph de la Vega
   
680,207,273
     
1,606,753
     
2,190,363
     
72,327,842
 
Anne Lauvergeon
   
678,985,753
     
2,896,772
     
2,121,864
     
72,327,842
 
Michael O. Leavitt
   
680,209,159
     
1,601,460
     
2,193,770
     
72,327,842
 
Theodore J. Leonsis
   
679,306,722
     
2,507,537
     
2,190,130
     
72,327,842
 
Stephen J. Squeri
   
653,290,982
     
24,670,904
     
6,042,503
     
72,327,842
 
Daniel L. Vasella
   
679,369,813
     
2,427,103
     
2,207,473
     
72,327,842
 
Ronald A. Williams
   
669,037,105
     
12,783,092
     
2,184,192
     
72,327,842
 
Christopher D. Young
   
680,210,212
     
1,604,439
     
2,189,738
     
72,327,842
 

 
All 11 of the Company's nominees for director received over a majority of votes cast.

 
 
 
 
 
 
-2-


 
 
 2.     Votes regarding ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019 were as follows:  
 
VOTES FOR
   
% FOR
   
VOTES AGAINST
   
% AGAINST
   
ABSTENTIONS
   
BROKER NON-VOTES
 
 
743,890,752
     
98.64%
 
   
10,246,178
     
1.36%
 
   
2,195,301
     
0
 

 
 
3.     Votes regarding an advisory (non-binding) vote approving executive compensation were as follows:  
VOTES FOR
   
% FOR
   
VOTES AGAINST
   
% AGAINST
   
ABSTENTIONS
   
BROKER NON-VOTES
 
 
655,069,822
     
96.48%
 
   
23,879,147
     
3.52%
 
   
5,055,420
     
72,327,842
 

 
4.     Votes on a shareholder proposal relating to action by written consent were as follows:  
VOTES FOR
   
% FOR
   
VOTES AGAINST
   
% AGAINST
   
ABSTENTIONS
   
BROKER NON-VOTES
 
 
247,465,001
      36.37%
 
   
433,033,000
     
63.63%
 
   
3,506,388
     
72,327,842
 

 
5.     Votes on a shareholder proposal relating to deducting the stock buyback impact from executive pay were as follows:  
VOTES FOR
   
% FOR
   
VOTES AGAINST
   
% AGAINST
   
ABSTENTIONS
   
BROKER NON-VOTES
 
 
21,595,161
     
3.20%
 
   
653,487,271
     
96.80%
 
   
8,921,957
     
72,327,842
 

 
6.     Votes on a shareholder proposal relating to gender pay equity were as follows:  
VOTES FOR
   
% FOR
   
VOTES AGAINST
   
% AGAINST
   
ABSTENTIONS
   
BROKER NON-VOTES
 
 
178,324,275
     
26.48%
 
   
495,147,561
     
73.52%
 
   
10,532,553
     
72,327,842
 

 
-3-

 



 
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 EXPRESS COMPANY
(REGISTRANT)
 
 
 
By:
/s/ Tangela Richter
 
 
 
Name: Tangela Richter
 
 
 
Title: Corporate Secretary
 
 
 
 
 
 



Date:  May 8, 2019
 
 



 
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