Text of Preliminary filing to SEC April 2009
Lindner Peter PRE 14A American Express Co On 3/27/2009
Filed On 3/27/2009 8am ET SEC File 1-
07657 Accession Number 1394849-9-11
As Of Filer Filing As/For/On Docs:Pgs
Issuer
3/27/2009 Lindner Peter PREC14A 1:10 American Express Co
Preliminary Proxy Solicitation Material -- Contested
Solicitation * Schedule 14A
Filing Table of Contents
Document/Exhibit Description Pages Size
1: PREC14A Peter Lindner 1st Draft of Proxy 10 38K
PREC14A 1 draftproxy.htm FIRST DRAFT OF NON-MANAGEMENT PROXY
SCHEDULE 14A INFORMATION
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
AMERICAN EXPRESS COMPANY
(Name of Registrant as Specified In Its Charter)
PETER LINDNER
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rule 14a-
6(i)(1)and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed
pursuant
To Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule
0- 11(a)(2) and identify the filing for which the offsetting
fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4)
Date Filed:
PRELIMINARY COPY, SUBJECT TO COMPLETION
DATED MARCH 27, 2009
PROXY STATEMENT OF
PETER LINDNER
IN CONNECTION WITH THE
2009 ANNUAL MEETING OF STOCKHOLDERS
OF
AMERICAN EXPRESS COMPANY
INTRODUCTION
This Proxy Statement (the "Proxy Statement") and the accompanying
form of Proxy are being furnished by Peter Lindner ("Mr. Lindner")
to the stockholders (the "Stockholders") of American Express
Company (the "Company" or "Amex") in connection with his
solicitation of proxies to be voted at the Company's 2009
Annual Meeting of Stockholders (the "Annual Meeting"). The Company
has announced that the Annual Meeting will be held on Monday,
April 27, 2009, at 10:00 a.m. Eastern Time local time at:
American Express Company
200 Vesey Street, 26th floor
New York, New York 10285
This Proxy Statement and form of Proxy are being mailed to
Stockholders on or about April 10, 2009.
Mr. Lindner is soliciting proxies from fellow Stockholders and
fellow former Employees to elect Mr. Lindner to the Board of
Directors of the Company (the "Board") at the Annual Meeting.
Mr. Lindner is asking Stockholders to enact a Shareholder
Proposal (the "Proposal") on revising Amex's Code of Conduct
(the "Code"). Sometimes (and I have been wrong about this
in the past), there is a new wave sweeping across the country
for a revision of ethics. I wish Amex to lead the country in
having a good code of conduct, rather than have incidents
occur periodically that cause pain, embarrassment, and
social/financial disorder - which has happened in the US
Congress and in companies such as Enron.
Please note that Amex told the SEC that this proposal is "ordinary
business" and thus should not be voted on by the Shareholders.
This is quite untrue, since it is a rarity for any body
(government or corporation) to ask for the Truth and give a
blanket amnesty for telling it. And then firing those who do not
tell the truth.
WHY YOU SHOULD ADD LINDNER TO THE BOARD OF DIRECTORS
*
In Mr. Lindner's opinion, the current Code is beautiful to look at,
but not worth much in operational terms. Mr. Lindner believes
there is no stronger message that can be sent to The
Company's Board and management this year than dual approval of
a shareholder resolution to fix the Code and to install Mr.
Lindner to ensure that this task is done.
WHY YOU SHOULD VOTE FOR THE LINDNER SHAREHOLDER ETHICS PROPOSAL
*
Sometimes transparency in words and deeds can have unexpected
morale and financial benefits. Your clear message in this election
will directly assist Mr. Lindner in convincing the directors that
a change in the Code is long overdue. Mr. Lindner believes this
will be the shortest path to the restoration of shareholder value
and the realization of The Company's promise of ethical behavior.
Amex trusts its customers to give their word and stand by it, and
billions of dollars are made on that premise. It would be hypocrisy
at best for Amex to give its word, yet not carry it out.
*
Mr. Lindner has first hand knowledge of The Company's technology
and of its operations and its culture. Mr. Lindner has spent nine
years working at American Express, Travel Related Services (TRS),
and Amex Bank. His resume (and much more detail) are on the
website:
www.AmexTruth.com
(It stands for Amex Truth commission - the shareholder proposal to
investigate whether Amex has a few or has many incidents of where
the Amex Code of Conduct has been violated.)
Mr. Lindner has handled mailings, reviewed credit histories of the
millions of cardmembers, and potential c/m's, as well as work with
mathematical modeling, risk management, securitization of our
portfolio, modernization of the Banking system, and has even
helped (with his manager/director) save a key product line by
showing its viability/profitability.
*
*
THIS SOLICITATION IS BEING MADE BY
MR. LINDNER
AND NOT ON BEHALF OF THE BOARD
Mr. Lindner is a former Senior Manager of the Company. He is an
experienced computer programmer, modeler, database marking
specialist - and is literate.
PLEASE DISREGARD ANY PROXY CARD YOU RECEIVE FROM
THE COMPANY.
MR. LINDNER ENCOURAGES YOU TO RETURN ONLY THE ENCLOSED
[Tan? COLOR??] PROXY CARD.
RECOMMENDATIONS IF LINDNER IS ELECTED
If elected, Mr. Lindner plans to make the following recommendations
to the Board, which Mr. Lindner believes are in the best
interests of the Company and its Stockholders:
*
Work closely with the various stakeholders at Amex - the
shareholders, the employees, the customers and the vendors - to
get reasonable solutions to the ethical demands in a modern
business. Ethics is the fancy way of saying doing right when
personal gains may say to choose a different path. Lies,
pandering, obfuscation, hypocrisy - why these are the very things
that the Securities and Exchange Acts sought to get rid of in the
1930's, and from those beginnings, a strong NY Stock Exchange was
created, to the envy of the world. We can make money and not lose
our morality or ethics. I am actually saying that perhaps we will
make more money with ethical conduct than by not having ethics.
*
Thoroughly investigate all instances of ethical quandaries faced by
Amex over the last fifteen years. Some people say there is
nothing to be done, but I say that others have faced greater
problems than dealing with the ethics of an already pretty
good company. Getting rid of slavery for one (okay, that was
150 years ago), resolving death squads and apartheid by having
Truth Commissions, handling sexual improprieties in the US
Congress, balancing the rights of poor and wealthy citizens.
Let us go the extra distance and make American Express's Code
of Conduct a document to be proud of, which reflects the
honest aspirations of its best employees, its worthy management
and directors, and of course its shareholders who care for
these concerns and more. I ask for your vote for Director in
Amex's Board and for the Shareholder Proposal to revise the Code
of Conduct in the coming year in an open and honest fashion,
using the best minds of not just Amex's constituents, but also
of scholars, academics, business leaders and politicians. This
will be a Code of Conduct that can work in the 21st century. No
more will the powerful Amex fight just people who are racist
and who do not pay their bills, but also chide and penalize those
who break the honest standards set by the Company. This will
not be like Enron, where Ken Lay allowed a transgression by
a "top performer," thus abandoning his supposed ethics. The
film "Enron: The Smartest Guys in the Room[2005]" details how
this path led to Enron's ruin, and that of its hardworking
employees, the community, and many hapless investors.
EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY CHANGE YOUR VOTE
AT ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED
PROXY WITH A LATER DATE TO
_____________________ AT THE ADDRESS ON THE BACK COVER.
NOMINEE FOR DIRECTOR GENERAL
The by-laws of the Company provide that the exact number of
directors shall be fixed by resolution of the Board. According to
public information, the Board currently consists of ten
members having one-year terms.
THE LINDNER NOMINEE
The information below concerning age and principal occupation has
Been furnished by Peter Lindner
NAME AGE PRINCIPAL OCCUPATION
Peter Lindner 59 Computer Programmer
Mr. Lindner is currently an employee of Time Warner Cable Company
in NYC, and has been at TWC since 2007. (This month, March 2009,
TWC became a separate company from Time Warner.) He programs in
SAS (a statistical language used among many companies, including
American Express and IBM), and Excel, among other computer
languages. Mr. Lindner has been a professional computer person
for over 35 years, a SAS programmer for 25 years, and an Excel
programmer/user for 15 years.
In between 2003 and 2007, Mr. Lindner worked as an independent
consultant, after being laid off from IBM in 2003. In the past
fifteen years, Mr. Lindner's specialty has been statistical
programming, risk management, direct mail, and systems analysis.
Mr. Lindner joined The Company (American Express) in 1990, worked
in American Express Travel Related Services, then American
Express Bank Headquarters in NYC, and then back to TRS for Risk
Management. Mr. Lindner helped with various models, including
working with his manager to create Amex's first Bankruptcy Model,
which became operational even at its early stages, and was later
productionized with a team of consultants into its current form.
Mr. Lindner used Continuous Process Improvement (CPI) to build
a small reporting system into a quickly responsive
production system of 90+ measures of credit card performance -
this latter lead to saving the Optima card which was to have
been killed by conventional average losses. The reporting
system showed that the losses were less each year, and were now
positive with its learning curve (a slight reference to this was
made in Amex's Annual Report).
Mr. Lindner has two degrees from the Massachusetts Institute of
Technology (MIT), both undergraduate and from their business
school, with a concentration in both finance and management
information systems.
Peter Lindner
DATE OF
TRANSACTION AMOUNT OF COMMON SHARES PURCHASED (P) / SOLD (S)
1990-1998 800* (P)
*approximately
PETER LINDNER RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE
PETER LINDNER LISTED BELOW AND
IN FAVOR OF THE ETHICS PROPOSAL AND
NOT RETURN THE COMPANY'S PROXY CARD TO THE COMPANY AND
NOT VOTE IN FAVOR OF THE NOMINEES OF THE COMPANY.
QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE ENCLOSED [COLOR??]
PROXY
CARD SHOULD BE DIRECTED TO:
_______________________
________________________,
______________________
CALL
1-212-979-9647
____________
VOTING
Based on public information, the Board has fixed the close of
business on Febuary 27, 2009 as the record date for the
determination of the Stockholders entitled to notice of and to
vote at the Annual Meeting. Based the latest available
public information, there were approximately 1,160 million
shares of common stock outstanding on March 2009. The holders of
a majority of such shares, represented in person or by proxy,
shall constitute a quorum at the Annual Meeting. A quorum is
necessary before business may be transacted at the Annual
Meeting except that, even if a quorum is not present, the
Stockholders present in person or by proxy shall have the power
to adjourn the meeting from time to time until a quorum is
present. Each Stockholder entitled to vote shall have the right
to one vote for each share of common stock outstanding in
such Stockholder's name. Directors are to be elected by a
plurality of the votes cast at the Annual Meeting. With respect
to any other matter that may properly be brought before the
Annual Meeting, the affirmative vote of a majority of the votes
cast by Stockholders entitled to vote thereon is required to take
action, unless a greater percentage is required either by law or
by the Company's certificate of incorporation or by-laws. In
determining the number of votes cast with respect to any
voting matter, only those cast "for" or "withhold authority"
are included.
Abstentions will be considered present and entitled to vote at the
Annual Meeting but will not be counted as votes cast. Accordingly,
abstentions will have no effect on the vote. Similarly, where
brokers submit proxies but are prohibited and thus refrain from
exercising discretionary authority in voting shares on certain
matters for beneficial owners who have not provided voting
instructions with respect to such matters (commonly referred to as
"broker non-votes"), those shares will be considered present and
entitled to vote at the Annual Meeting but will not be counted as
votes cast as to such matters and thus will have no effect on the
vote. Execution and return of the enclosed [COLOR??] Proxy Card
will not affect a Stockholder's right to attend the Annual
Meeting and vote in person. Any Stockholder that executes and
returns a Proxy Card has the right to revoke it by giving notice
of revocation to the Secretary of the Company at any time before
the Proxy is voted.
Unless contrary instructions are indicated on the enclosed
[COLOR??] Proxy Card, all shares of common stock represented by
valid Proxies received pursuant to this solicitation (which
have not been revoked as described above) will be voted
(a) FOR the election of Peter Lindner, and
(b) in favor of the Lindner shareholder proposal to revise the Amex
Code of Conduct and
(c) to vote against a director at the discretion of the Proxy
holder(s), on
such other business as may properly come before the Annual Meeting,
including any adjournment(s) or postponements(s) thereof.
IF YOU WISH TO VOTE FOR PETER LINDNER, YOU MUST EXECUTE AND
RETURN THE ENCLOSED [COLOR??] PROXY CARD AND SHOULD NOT EXECUTE OR
RETURN THE COMPANY'S PROXY CARD. DO NOT RETURN ANY PROXY
CARD OTHER THAN THE [COLOR??] PROXY CARD. IF YOU RETURN MORE THAN
ONE PROXY CARD THERE IS A RISK THAT YOUR SHARES WILL NOT BE
VOTED AS YOU DESIRE, BECAUSE ONLY THE LATEST DATED PROXY CARD YOU
SUBMIT COUNTS.
EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY CHANGE YOUR VOTE
AT
ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED PROXY WITH A
LATER
DATE TO ______________________ AT THE ADDRESS ON THE BACK COVER.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK OR
NOMINEE ON THE RECORD DATE, ONLY IT CAN VOTE YOUR SHARES AND ONLY
UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE
INSTRUCTIONS FOR YOUR SHARES TO BE VOTED ON THE [COLOR??] PROXY
CARD
FOR PETER LINDNER.
YOUR VOTE AT THIS YEAR'S ANNUAL MEETING IS ESPECIALLY IMPORTANT.
PLEASE SIGN AND DATE THE ENCLOSED [COLOR??] PROXY CARD AND RETURN
IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY.
INFORMATION CONCERNING PERSONS WHO MAY SOLICIT PROXIES
Under the applicable regulations of the Securities and Exchange
Commission, Mr. Lindner is deemed to be a "participant" in our
solicitation of proxies. The name, business address and
principal occupation of each of Mr. Lindner appears earlier in
this Proxy Statement. Except as described in this Proxy
Statement, neither the Participant nor any of his respective
affiliates or associates (together, the "Participant
Affiliates"), (i) directly or indirectly beneficially owns any
securities of the Company or of any subsidiary of the Company or
(ii) has had any relationship with the Company in any capacity
other than as a Stockholder, with the exception of the lawsuit
filed in Federal Court mentioned in the Shareholder Proposal.
Furthermore, except as described in this Proxy Statement, neither
the Participant nor any Participant Affiliate is a party to any
transaction or series of transactions since January 1, 2006,
or has knowledge of any currently proposed transaction or
series of transactions, (i) to which the Company or any of its
subsidiaries was or is to be a party, (ii) in which the amount
involved exceeds $60,000, and (iii) in which the Participant or
Participant Affiliate had or will have, a direct or indirect
material interest. Except as described in this Proxy Statement,
neither the Participant nor any Participant Affiliate has entered
into any agreement or understanding with any person respecting
any (i) future employment by the Company or its affiliates or
(ii) any transactions to which the Company or any of its
affiliates will or may be a party. Except as described in this
Proxy Statement, there are no contracts, arrangements or
understandings by the Participant or Participant Affiliates
within the past year with any person with respect to any
capital stock of the Company.
COST AND METHOD OF SOLICITATION
Mr. Lindner will bear the cost of this solicitation. While no
precise estimate of this cost can be made at the present time, we
currently estimate that we collectively will spend a total of
approximately $5,000 for our solicitation of proxies,
including expenditures for attorneys, solicitors and advertising,
printing, transportation and related expenses. As of April 1
2009, we have incurred proxy solicitation expenses and legal
expenses of approximately $10,000.
We expect to seek reimbursement from the Company for our expenses
in connection with this solicitation. In addition to soliciting
proxies by mail, proxies may be solicited in person or by
telephone, telecopy, e- mail or the Internet. We will also
reimburse brokers, fiduciaries, custodians and other
nominees, as well as persons holding stock for others who have
the right to give voting instructions, for out-of- pocket
expenses incurred in forwarding this Proxy Statement and related
materials to, and obtaining instructions or authorizations
relating to such materials from, beneficial owners of Company
capital stock. We will pay for the cost of these solicitations,
but these individuals will receive no additional compensation for
these solicitation services. We have retained the proxy
solicitation firm of ADP at customary fees, plus reasonable out-
of-pocket expenses, to participate in the solicitation of proxies
and revocations, up to $1,000. We also have agreed to indemnify
_________________ against certain liabilities and expenses.
We estimate that no employees of American Express will be involved
in the solicitation of proxies on my behalf, since American
Express has successfully filed in Federal Court to stop
communication between Mr. Lindner and any employee of American
Express, and has further required that there be no oral
communication but if there is written communication, it must be
censored and passed through American Express's attorney (the firm
of Kelley Drye & Warren LLP).
ADDITIONAL INFORMATION
Certain information regarding common stock held by the Company's
directors, nominees, management and 5% stockholders is contained in
the Company's proxy statement and is incorporated herein by
reference.
Information concerning the date by which proposals of security
holders intended to be presented at the next annual meeting of
stockholders of the Company must be received by the Company
for inclusion in the Company's proxy statement and form of
proxy for that meeting is also contained in the Company's proxy
statement and is incorporated herein by reference. We assume no
responsibility for the accuracy or completeness of any
information contained herein which is based on, or incorporated by
reference to, the Company's proxy statement.
PETER LINDNER
[March 27, 2009]
IMPORTANT
PLEASE REVIEW THIS DOCUMENT AND THE ENCLOSED MATERIALS CAREFULLY.
YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY OR HOW FEW
SHARES OF COMMON STOCK YOU OWN.
1. If your shares are registered in your own name, please sign,
date
and mail the enclosed [COLOR??] Proxy Card to
_____________________.
in the postage- paid envelope provided today.
2. If you have previously signed and returned a proxy card to
American Express., you have every right to change your vote.
Only your latest dated card will count. You may revoke any proxy
card already sent to American Express Inc. by signing, dating
and mailing the enclosed [COLOR??] Proxy Card in the postage-
paid envelope provided. Any proxy may be revoked at any time
prior to the 2009 Annual Meeting by sending a new proxy card to
________________________ or the Secretary of American Express,
Inc.,
or by voting in person at the 2009
Annual Meeting.
3.
If your shares are held in the name of a brokerage firm, bank
nominee or Other institution, only it can sign a [COLOR??] Proxy
Card with respect to your shares and only after receiving your
specific instructions. Accordingly, please sign, date and mail
the enclosed [COLOR??] Proxy Card in the postage- paid envelope
provided, and to ensure that your shares are voted, you should
also contact the person responsible for your account and give
instructions for a [COLOR??] Proxy Card to be issued
representing your shares.
4. After signing the enclosed [COLOR??] Proxy Card do not sign or
return the Company's proxy card unless you intend to change your
vote, because only your latest dated proxy card will be
counted.
If you have any questions about giving your proxy or require
assistance,
please call Mr. Lindner at
____________________________
1-212-979-9647
Moreover, the website mentioned above:
www.AmexTruth.com
will have additional documents, evidence, transcripts, etc, subject
only to what Amex can get the Court to disallow, as Amex has tried
in the past (and succeeded in April 2007) to stop me from speaking
at the Shareholder Meeting, and has tried again this year to stop
me (details upon request).
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
AMERICAN EXPRESS COMPANY
PROXY FOR THE 2009 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF PETER LINDNER
The undersigned hereby appoints Peter Lindner as proxy for the
undersigned with full power of substitution, to vote all shares of
beneficial interest of American Express, Inc. (the "Company")
which the undersigned is entitled to vote at the Company's
2009 Annual Meeting of Stockholders, and any postponements or
adjournments thereof, hereby revoking all prior proxies, on
the matters set forth below as follows:
PETER LINDNER RECOMMENDS A VOTE FOR SHAREHOLDER ETHICS PROPOSAL
5.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED. IF A CHOICE IS NOT SPECIFIED, THE PROXY WILL BE VOTED
FOR
THE NOMINEE LISTED BELOW.
[X] Please mark your votes as in this example.
1.
Election of Peter Lindner as Director whose term expires in 2008:
[ ]FOR nominee (except as marked below)
[ ]FOR Shareholder Ethics Proposal (except as marked below)
* WITHHOLD AUTHORITY for all nominees
* FOR AUTHORITY for CERTAIN nominees
(INSTRUCTION: To withhold authority to vote for one or more
nominees, mark
FOR
above and print the name(s) of the person(s) with respect to whom
you wish to withhold authority OR for other nominees in the
space provided below.)
______________________________________________________________
_______________________________________________________________
2.
To act upon any other matters that may properly come before the
meeting.
PLEASE MARK YOUR VOTES (ON REVERSE SIDE), SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
Please sign exactly as your name appears on this Proxy. When
shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian,
please give your full title. If a corporation, please sign in
full corporate name by President or other authorized officer.
If a partnership, please sign in partnership name by the
authorized person.
Date: April ________, 2009
______________________________
Signature of Stockholder
_______________________________
Signature of Stockholder
Dates Referenced Herein and Documents Incorporated By Reference
This PREC14A Filing
Date
Other Filings
4/1/2009
4, DEF 14A, 8-K