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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 5, 2020
 
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
   
New York   1-7657   13-4922250
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
200 Vesey Street,
New York, New York 10285
(Address of principal executive offices and zip code)
(212) 640-2000
(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 (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))

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
 
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On May 5, 2020, American Express Company (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Amended and Restated American Express Company 2016 Incentive Compensation Plan (as amended and restated, the “Plan”) to, among other things, increase the number of common shares of the Company available for issuance under the Plan by 7 million shares. In addition, provisions related to the qualified performance-based compensation exception under Section 162(m) of the Internal Revenue Code, which was repealed by the Tax Cuts and Jobs Act of 2017, were eliminated.
For a description of the principal terms of the Plan, see “Item 4: Approval of the Amended and Restated Incentive Compensation Plan” in the Company’s Proxy Statement dated March 24, 2020 for the Annual Meeting, which description is incorporated herein by reference. A copy of the Plan is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) As noted above, the Company’s Annual Meeting was held on May 5, 2020. 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 other than item 4 below, where pursuant to New York Stock Exchange rules for shareholder approval of equity compensation plans, abstentions were counted as votes cast against the 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 642,278,421 4,872,137 571,945 67,304,766
John J. Brennan 644,160,877 2,816,370 745,256 67,304,766
Peter Chernin 633,295,930 13,781,132 645,441 67,304,766
Ralph de la Vega 644,204,082 2,755,394 763,027 67,304,766
Anne Lauvergeon 644,638,422 2,532,531 551,550 67,304,766
Michael O. Leavitt 645,848,985 1,224,143 649,375 67,304,766
Theodore J. Leonsis 642,410,684 4,670,515 641,304 67,304,766
Karen L. Parkhill 646,358,644 806,693 557,166 67,304,766
Lynn A. Pike 646,409,950 753,162 559,391 67,304,766
Stephen J. Squeri 613,645,832 32,227,243 1,849,428 67,304,766
Daniel L. Vasella 646,041,105 914,017 767,381 67,304,766
Ronald A. Williams 627,045,957 20,031,125 645,421 67,304,766
Christopher D. Young 644,176,921 2,787,413 758,169 67,304,766

All 13 of the Company's nominees for director received over a majority of votes cast.
2. Votes regarding ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020 were as follows:

VOTES FOR
% FOR

VOTES
AGAINST 		% AGAINST
ABSTENTIONS
BROKER
NON-VOTES
705,072,788 98.67% 9,487,165 1.32% 467,316 0
3. Votes regarding an advisory (non-binding) vote approving executive compensation were as follows:

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VOTES FOR
% FOR

VOTES
AGAINST 		% AGAINST
ABSTENTIONS
BROKER
NON-VOTES
621,114,182 96.07% 25,369,908 3.92% 1,238,413 67,304,766
4. Votes regarding the the approval of the Amended and Restated Incentive Compensation Plan were as follows:

VOTES FOR
% FOR

VOTES
AGAINST 		% AGAINST
ABSTENTIONS
BROKER
NON-VOTES
624,811,023 96.46% 21,372,634 3.54% 1,538,846 67,304,766
5. Votes on a shareholder proposal relating to action by written consent were as follows:

VOTES FOR
% FOR

VOTES
AGAINST 		% AGAINST
ABSTENTIONS
BROKER
NON-VOTES
231,036,330 35.79% 414,426,487 64.20% 2,259,686 67,304,766
6. Votes on a shareholder proposal relating to gender/racial pay equity were as follows:

VOTES FOR
% FOR

VOTES
AGAINST 		% AGAINST
ABSTENTIONS
BROKER
NON-VOTES
53,614,136 8.61% 568,691,466 91.38% 25,416,901 67,304,766




Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Description
10.1
104 The cover page of this Current Report on Form 8-K, formatted as inline XBRL.


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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/ Kristina V. Fink
    Name:  Kristina V. Fink
    Title:    Deputy Corporate Secretary
 
Date: May 7, 2020
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