PRELIMINARY COPY, SUBJECT TO COMPLETION
DATED APRIL 21, 2010
REVISED PROXY STATEMENT OF PETER LINDNER
IN CONNECTION WITH THE
2010 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 2010 Annual Meeting of Stockholders (the
"Annual Meeting"). The Company has announced that the Annual Meeting
will be held on Monday, April 26, 2010, 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 was to be mailed to Stockholders
on or about April 10, 2010. However, this was defeated in the SDNY Southern
District of New York (SDNY) Court on April 2, 2010, and was / is being
appealed by Mr. Lindner that same day (4/2/2010) for the US Court of Appeals
for the Second Circuit. Its docket number is ______________ (presumably
available on Wednesday, April 21, 2010).
AMERICAN EXPRESS DISCRIMINATORY PRACTICES
This filing references both a video and a website for deep background.
The 40-second long video is on YouTube and has closed captions:
www.youtube.com/watch?v=u1XmxONWPEM
And the website is, which has the full transcript of the video, plus many of
the background documents (about 15 documents) to this Shareholder Proposal to
create an Amex Truth Commission to deal with EEOC ("Equal Employment
Opportunities Commission") matters, that is to say, significant matters
regarding discrimination:
www.amexethics.blogspot.com
This Shareholder Proposal is about discrimination against gay employees by
predatory managers, presumably closeted gays. Moreover, while the public may
be outraged at a woman being sexual harassed by a male manager, there is less
outrage when a male is sexual harassed by a male manager, as was the
situation with Mr. Lindner in American Express in 1998. However, this
Shareholder Proposal is NOT about that discrimination and sexual harassment,
important though it may be, but about
1) Amex's 4 year cover-up of the retaliation by Amex's Senior Vice
President Qing Lin who reported to Ash Gupta, now the President of
Banking at Amex, not only in violation of Title VII of the Civil Rights
Act of 1964, but
2) also Qing's breach of the Amex Code of Conduct, and additionally the
June 2000 Amex-Lindner Contract.
The June 2000 Amex-Lindner Contract was to have ended the sexual harassment
incident for both sides some 10 years ago, only to have Qing breach the
agreement's paragraph 12 and paragraph 13 (text below) by telling a
prospective
employer several statements about Mr. Lindner, including one of which was
admitted under oath in January 2009 with documentary backup that "I don't
think
Peter Lindner can work at American Express". Paragraph 13 of the June 2000
Amex- Lindner Contract names 7 people, including Qing and Ash, from giving
"any
information" to prospective employers and referring questions by them to
Human
Resources. Amex was informed in July 2005, and that key phrase was
uncovered
in a February 2006 investigation initiated by Secretary of the Corporation
Stephen Norman, Esq. Yet, despite the investigator Jason Brown, Esq. of
Amex's
General Counsel's Office being alerted by Mr. Lindner, Mr. Brown did not
include that quote in his second and supposedly final report, nor did Mr.
Brown
notify his superiors and Qing's manager (Ash Gupta, now the President of
Banking at Amex) that Qing breached the written June 2000 Amex- Lindner
Contract; by not informing their superiors, Jason Brown and Qing Lin both
violated the Amex Code of Conduct.
To have CEO Ken Chenault, Esq. say at the April 2009 Amex Shareholder meeting
in response to Mr. Lindner's Shareholder Proposal on revising the Code of
Conduct so that it works, Mr. Chenault (again in Mr. Lindner's layman's
opinion) misled the Amex Shareholders, which is a violation of the rules of
the SEC, possibly:
"Rule 14a-8(i)(3)
The proposal or supporting statement is contrary to any of the Commission's
proxy rules, including rule 14a-9, which prohibits materially false or
misleading statements in proxy soliciting materials."
Mr. Lindner has written to CEO Ken Chenault, Esq. a month in advance of the
Shareholder's April 26, 2010 meeting to allow him to investigate and respond
to
these matters which have been dragging on for now 5 years. Mr. Chenault,
through his lawyer refused to respond, terming it a "special treatment" (by
Secretary of the Corporation Carol Schwartz, Esq.) and also "preferential
treatment":
"You are seeking preferential treatment and, as you previously have been
advised in writing, you will not be furnished with responses (either
directly or via the Company's website) prior to the Annual Meeting."
[April 14, 2010 and Apr 20, 2010, at 2:07 PM, email by Daniel E Stoller,
Skadden, Arps, Slate, Meagher & Flom LLP]
FULL TEXT OF PARAGRAPHS 12-13 OF THE JUNE 2000 AMEX-LINDNER CONTRACT
The following is the full text of the two paragraphs numbered 12 and 13 of
the
June 2000 Amex-Lindner Contract signed by Mr. Lindner and Ash Gupta, now the
President of Banking at Amex. Please note that
a) in Paragraph 12, no one in Amex should give information about Peter
Lindner to prospective employers except for Mr. Lindner's "dates of
employment, positions held and final salary"
b) in Paragraph 13, a tighter restriction is made upon 7 Amex employees
including Qing Lin and Ash Gupta in that they can not give "any
information" and must "direct all requests for references" to Human
Resources ("HR"):
"12. The Company, Ash Gupta and Richard Tambor represent and agree not to
disclose to any party outside of the Company any of the facts and
circumstances leading up to Mr. Lindner's termination; or leading up to
this Agreement, except on a need to know basis for a legitimate business
purpose. Further, the Company, Gupta and Tambor agree to keep the terms
and facts of this Agreement confidential except that they may disclose the
terms of this Agreement and the facts of this Agreement on a need to know
basis for a legitimate business purpose. The Company further agrees that
it will disclose only Mr. Linder's dates of employment, positions held and
final salary in response to any inquiries or requests for references
regarding Mr. Lindner.
13. The Company agrees to instruct and direct the following Company
employees not to disclose any information regarding Mr. Lindner's
employment or termination of employment from the Company to any person
outside of the Company and to direct all requests for references or
inquiries received by such employees regarding Mr. Lindner to the
appropriate human resources individual(s): Ash Gupta, Qing Lin, Daniel
Almenara, Raymond Joabar, Wei Chen, Claudia Rose and Richad Tambor."
REASON FOR SHAREHOLDER PROPOSAL AND MR. LINDNER'S RUN FOR DIRECTOR
Mr. Lindner was to have been 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 Mr. Lindner has been
wrong about this in the past), there is a new wave sweeping across the
country for a revision of ethics. Mr. Lindner wishes 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 in 2009, 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. Well,
lesser forms of punishment for lesser infractions.
This year Amex fought Mr. Lindner's Shareholder Proposal by claiming it was
too late, even though last year in 2009, Amex's lawyers had an intent to
deceive the Court in NY State, which is a criminal misdemeanor. Mr.
Lindner makes that statement without the assurance of being a lawyer, since
Mr. Lindner is a computer programmer. However, if you read pages 9-10 of
"Request by Plaintiff ver f for release of DVDs and.pdf" which was written
on April 4, 2010, it will give the legal basis why under NY Judiciary Law
section 487, an attorney cannot make a false statement to a judge in any
court in NY State, and that is included in the Local Rules of the Southern
District of New York, 1.5(b)(5) which applies the NY Laws to the SDNY. An
"intent to deceive the Court" is a criminal misdemeanor, which Mr. Lindner
as a non-lawyer assumes to mean conviction would entail the loss of a
license to practice of the offending lawyer(s). In the case of Peter
Lindner versus American Express and Qing Lin 06cv3834, Amex's two lawyers
informed USDJ Koeltl on 3 separate days that Amex did not stop Mr. Lindner
from communicating with the SEC prior to 2009, when in fact Amex tried and
succeeded in April 2007 to get SDNY Magistrate Judge Katz to compel Mr.
Lindner under pain of Contempt of Court to "withdraw" Mr. Lindner's filings
from the SEC and to not communicate with the SEC (among other restrictions,
including stopping Mr. Lindner from attending the April 2007 Amex
Shareholder meeting in NYC). Those two lawyers were Mr. Joe Sacca, Esq. of
Skadden, Arps, Slate, Meagher & Flom LLP and Ms. Jean Park, Esq. of Kelley
Drye & Warren LLP. Some people say there is no such thing as bad publicity;
however, perhaps having an attorney lie to a court and not retract their
statements even after repeatedly informing them of the errors may count as
bad publicity.
In order to make this document acceptable to challenges from the SEC
and from Amex, this proxy has too much additional information, for
which Mr. Lindner apologizes.
THE TEXT OF THE SHAREHOLDER ETHICS PROPOSAL
Amend Amex's Employee Code of Conduct ("Code") to include mandatory
penalties for non-compliance on its provisions, especially with regard to
discrimination against employees, the precise scope of which shall be
determined after an independent outside compliance review of the Code
conducted by outside experts and representatives of Amex's board,
management, employees and shareholders. This shall include a Truth
Commission, patterned after the Truth Commissions used in South Africa
to end Apartheid, for instance (which runs 70 pages).
REQUIRED INFORMATION PURSUANT TO AMERICAN EXPRESS CO. BY-LAW 2.9:
(i) (a) Brief description of business proposal.
Amend Amex's Employee Code of Conduct ("Code") to include mandatory penalties
for non-compliance, the precise scope of which shall be determined by a
"Truth Commission" after an independent outside compliance review of the
Code conducted by outside experts and representatives of Amex's board,
management, employees and shareholders. This is especially with regard to
EEOC (Equal Employment Opportunity Commission) cases and alleged
discrimination by Amex.
(b) Reasons for bringing such business to the annual meeting.
Personal experience by Mr. Lindner of discrimination in violation of Title
VII of the Civil Rights Act of 1964 and anecdotal evidence show that the
Code is breached and not enforced. Rather, management regards the Code as
nothing more than window-dressing for Sarbanes-Oxley compliance. Especially:
In January 2009, Amex's employees admitted under oath a breach in March 2007
of an out- of-court settlement regarding gay discrimination against Mr.
Lindner. Yet even with this knowledge, Amex CEO Ken Chenault told the April
2009 Shareholder meeting that he has "full confidence in the Company's code
of conduct and the integrity and values of our employees, for Steve who
handled this from an administrative channel." [Steve is Secretary of the
Corporation Stephen
Norman]
Some two weeks later, the Amex employee who admitted (in January 2009)
breaching the code (in March 2007) left Amex for a competitor, and that
employee reported directly to Amex's President of Banking. Clearly someone
one step down from the President who not only breached an agreement signed
by that same President and covered it up for 4 years, well, that's a sign
that the Code of Conduct is not working, and that at least two of the
employees lacked integrity.
Moreover, Amex fought putting this Shareholder Proposal on the Proxy
from 2007 through 2009, indicating that the Proposal only dealt with ordinary
"business matters", when it was clear to Amex that it involved "significant
social policy issues (e.g., significant discrimination matters)" [see
paragraph below from SEC Rules]
This lack of adherence to basic principles of conduct erodes confidence in
the Company, has affected or will affect the market price of the Company's
shares, and warrants attention from the shareholders. In other words, this
matter affects Shareholders as well as being socially significant, as is
indicated in SEC Rule 14(a)(8) on Shareholder Proposals:
"proposals relating to such matters but focusing on sufficiently significant
social policy issues (e.g., significant discrimination matters) generally
would not be considered to be excludable, because the proposals would
transcend the day-to-day business matters and raise policy issues so
significant that it would be appropriate for a shareholder vote."
http://sec.gov/rules/final/34-40018.htm
REASONS FOR BRINGING SUCH BUSINESS TO THE ANNUAL MEETING
Personal experience and anecdotal evidence show that the Code has been
breached and not enforced. Rather, management (VP and above) regard the
Code as nothing more than mere Sarbanes-Oxley (SOX) compliance (see
paragraph below on quotes about SOX; Amex has filed its Code with the
Securities and Exchange Commission SEC for many years.) This lack of
adherence to basic principles of conduct erodes confidence in the
Company, has affected or will affect the market price of the Company's
shares, and warrants attention from the shareholders. Also below
(after quotes) is the chronology of Amex's (in varying degrees of
successfulness) of preventing this issue from being discussed with the
Shareholders.
QUOTES FROM OTHER SOURCES ON SOX AND ETHICS AND SEC
"Sarbanes-Oxley and businesses work together to increase the overall
integrity and ethics in business. The act came in the wake of a series
of corporate financial scandals, including those affecting Enron, Tyco
International, and WorldCom (now MCI). The law is named after sponsors
Senator Paul Sarbanes (D-MD) and Representative Michael G. Oxley (R-
OH). It was approved by the House by a vote of 423-3 and by the Senate
99-0."
http://www.globalethicsuniversity.com/sarbanes-oxley-compliance.php
"The following is a brief list of selected cooperate governance
rulemaking by the SEC, NYSE and NASDAQ. Companies covered by these
regulatory bodies are required to:
* Adopt a Code of Ethics applicable to specific officers
* Adopt a Code of Conduct applicable to all directors, officers and
employees
* Create an environment that encourages employees to report violations
* Adopt procedures that allow employees a confidential and anonymous
process for submitting concerns
* Adopt procedures that facilitate the effective operation of the code
* Protect individuals from retaliation who report violations of the
code of conduct "
http://www.kenexa.com/Solutions/Survey/SarbanesOxleyCompliance.aspx
DETAILS ON AMEX ATTEMPTS TO STOP COMMUNICATIONS TO SHAREHOLDERS
American Express ("Amex") went to Federal Court to stop Mr. Lindner
from communicating with shareholders by doing the following:
1. Amex got a Federal Judge (a Magistrate Judge) in the Southern
District of New York (SDNY) to prohibit Mr. Lindner from attending the
Amex April 2007 Shareholder Meeting.
2. Amex got the same SDNY Judge to prevent Mr. Lindner from
communicating with the SEC (Securities and Exchange Commission).
3. Amex tried to get Mr. Lindner to get the SEC to withdraw his
March 2007 SEC preliminary filing (#0001394849-07-000002) to have a
Shareholder Proposal and for running for the Amex Board. The SEC said
that any filing made cannot be retracted, as it is instantaneously
place on computers all over the world.
4. Amex got the Judge to stop Mr. Lindner from communicating with
the SEC.
5. Amex got the Judge to have Mr. Lindner remove his April 2007
website completely, via an ex parte conference call with the Judge, Mr.
Lindner, and Mr. Lindner's lawyer (and without Amex).
6. Amex gave a promise in open court to make a written contract
outlining these restrictions, but then got the Judge to allow Amex to
not make the contract in writing, and then enforce the "verbal"
contract. This is noteworthy, since the written contract would have
included the terms of the June 2000 Amex-Lindner contract [attached as
PDF - see page 14 of 16, paragraph 20 - in PACER (a public access to
the Court system) as Document 17 Filed 12/20/2006], which gave Mr.
Lindner 21 days to show the terms of the contract to a lawyer, and 7
days after signing the contract to revoke it. However, by not putting
the contract in writing, Amex was able to enforce the contract without
allowing Mr. Lindner to revoke it or "sign and revoke" the contract.
Amex was (and still is) represented by the law firm of Kelley Drye &
Warren LLP.
7. Amex got the Magistrate Judge to prohibit Mr. Lindner from asking
questions at the 2007 Meeting.
8. The April 2007 Meeting passed without Mr. Lindner's being able to
attend, since it would have been in Contempt of Court if Mr. Lindner
went to the Meeting.
9. Mr. Lindner spent $20,000 in legal fees to get a higher federal
SDNY Judge (a US District Judge) to invalidate the restrictions on Mr.
Lindner, with one major exception: The Court kept the restriction that
Mr. Lindner can not reveal the contents of the Contract, nor can Mr.
Lindner reveal the transcript of the "open Court" session where the
alleged oral agreement is discussed. That transcript
"LindnervAmEx032907.pdf" has been sealed by the Magistrate Judge at
Amex's request, and remains sealed.
10. For the record, the US District Judge ruled that Amex "failed to
establish ... the existence of a binding oral settlement agreement."
This is in his 24 page decision of May 31 2007, which is publicly
available on PACER (included here as a PDF, Document 51 Filed
06/05/2007) and should be on the website mentioned in this Proxy and
Shareholder Proposal statement. In other words, Amex had no right in
April 2007 to stop Mr. Lindner from filing with the SEC nor from
attending the April 2007 Shareholders' Meeting.
11. Amex also attempted (but did not succeed) to stop Mr. Lindner
from speaking at the upcoming Amex April 2010 Shareholder Meeting.
Amex's reasoning was "American Express CEO, Kenneth Chenault, presides
over the shareholders meetings and ... Mr. Lindner may ... either
directly or indirectly, discuss his claims against Defendants [Amex]
with Mr. Chenault."
12. But the SDNY Magistrate Judge ruled "The Court will not place
restrictions on Mr. Lindner's speech at a shareholders' meeting.
Counsel can be present and can adverse her client [Mr. Kenneth
Chenault] at that time. Any communications with the Board of Directors
must be in writing and sent through Defendants' counsel. So Ordered.
3/12/09."
13. Interestingly enough, Amex claimed in 2007 that Amex had an oral
agreement to settle Mr. Lindner's suit and thus Mr. Lindner had
willingly agreed to these restrictions. However, two years later in
2010 when there clearly was and is no agreement between Amex and Mr.
Lindner, Amex again attempted to stop Mr. Lindner from communicating
with the SEC. This time, the SDNY Magistrate Judge ruled "The Court has
placed no restrictions on Plaintiff's [Mr. Lindner's] communications
with the SEC. So Ordered.".(attached as Document 143 Filed 03/23/2009)
This proxy filing is written in the spirit of that Magistrate Judge's
order that there are "no restrictions" on communication with the SEC.
14. It is a tough job to bring a shareholder's proposal. Mr. Lindner is
single (not married) and has no children, but if either of these
conditions were not true (e.g. married with children) then Mr. Lindner
would have been discouraged by his spouse or the needs of his children
from continuing this (4 years and counting) battle against a
multinational firm, such is Amex. This previous statement is
hypothetical, but still within the realm of reality.
15. Moreover, Mr. Lindner submitted his 500-word Shareholder Proposal
prior to Jan 1 2009 (see PDF of letter to Secretary of the Corporation
Stephen Norman of December 30 2009) where Mr. Lindner states that he
wishes "to cooperate with the Board in making any changes to the
proposal that would make it amenable to them" (cover letter, paragraph
1), yet Amex wrote the SEC that the vagueness (see page 8 of 37 page
letter of Jan 22 2009) of the 500 word Proposal:
"The Proposal at hand is inherently vague and indefinite because
it fails to define critical terms or otherwise provide guidance
as to how it should be implemented. No definition of "outside
experts" is provided, for example, and no explanation is given as
to how such experts would be selected. Likewise, the Proposal
contains no elaboration of the process whereby "representatives
of Amex's board, management, employees and shareholders" will be
chosen, nor does it make clear how the distinction between these
overlapping groups will be drawn."
Mr. Lindner was constrained by Amex's bylaws to 500 words, and Mr.
Lindner noted he would make changes. For the record, this proxy is
5,000 words long (without attachments).
16. Amex also stated to the SEC that this Shareholder Proposal is a
redress of a personal claim. Actually, it is comparable to saying the
Civil Rights Act of 1964 gives redress of person's right (e.g. Rosa
Parks) to sit on a bus. The issue is true: Mr. Lindner was wronged,
however, it was not for a mere violation of Federal Law, but also for
breach of a written contract. The case with Mr. Lindner is clear-cut in
that if the Amex participants had written a memo, this alone would have
solved the matter. It took Mr. Lindner 3 years to get the handwritten
note DEF00370 from Amex's investigating attorney. (Amex has declined to
release that document.) If the Code of Conduct can not solve such a
clear case, then it is likely that a non-contract case would be harder
to prove. So, Mr. Lindner decided that it was worth his personal
aggravation and a substantial part of his money to fight the good
fight, which hopefully would uncover other Amex people who have been
wronged in the past, and in the future stop others from having to fight
and possibly lose this same battle (and possibly losing for lack of
resources: money, psychological support, ability to write, to use the
PC and fear of being ostracized).
For the record, the Civil Rights Act of 1964 was designed to help
African-Americans, but was changed to help women and whites, too (see
Wikipedia). Mr. Lindner is white, but that law was used to help him,
since title VII of the Civil Rights Act of 1964 says "employee" covers
former employees also, as ruled by a unanimous 1997 Supreme Court
ruling. Mr. Lindner notes for the record that Mr. Lindner can walk
unassisted, yet slots cut into sidewalks to allow wheelchairs may yet
one day help me. Doing the right thing for a small class of people,
can sometimes help a much larger class of people in the future. Or to
use the more eloquent phrasing of Cardinal Roger Mahony in 1998
[original source perhaps Gandhi?]
"Any society, any nation, is judged on the basis of how it treats
its weakest members -- the last, the least, the littlest."
17. Amex complained to the Court that Mr. Lindner was speaking to the
Secretary of the Corporation Stephen Norman about being on the Board,
and got the Magistrate Judge to threaten to dismiss Mr. Lindner's suit
(attached Pacer Document 133 Filed 03/05/2009) if this happens again.
The Judge refers to an order of Nov 21 2008 (attached Document 93 Filed
11/21/2008), which bars Mr. Lindner from contacting Ms. Park's client,
which has now expanded from Qing Lin and Amex, to any employee of
American Express.
18. Look at all the documentation this proxy references just to make a
point: that Amex breached a written agreement, as well as violating a
federal law (EEOC), and fought against admitting it for several years
and tens of thousands of dollars, with 30 page letters and a hundred
court exhibits (yes, there are more). This proxy is technical and 13
pages long, and has approximately ten attachments of varying complexity
and subtlety.
19. Conclusion: Thus, the Amex Code ought to be revised to make it
easier for someone to correct an injustice, rather than expend all this
energy to win a matter that the Amex employees themselves have admitted
breaches of the June 2000 Amex-Lindner contract.
WHY YOU SHOULD ADD LINDNER TO THE BOARD OF DIRECTORS -NOW PROBABLY MOOT
*Unfortunately, for Mr. Lindner, Amex has won in April 2009 and April 2010
from keeping Mr. Lindner's proxy for the Board of Directors and for Mr.
Lindner's Shareholder Proposal from being seen by the Amex Shareholders and
even the Amex employees who own Amex stock via their retirement plans at
Amex. However, should the Courts stop Amex from conducting the voting, Mr.
Lindner possibly may be allowed to run this year, which is unlikely. This
matter was dealt with in April 2010 in the SDNY lawsuit Lindner v American
Express 10cv2267, which would have had an Order to Show Cause (OSC) and a
Temporary Restraining Order (TRO) to have Mr. Lindner's Shareholder Proposal
on the proxy, mainly because the previous year (April 2009) Amex allegedly
violated NY State Law (NY Judiciary Law section 487) and SDNY Local Rules in
intending to deceive the Court.
* 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. Much more detail is on the website:
www.AmexEthics.blogspot.com
(It stands for having an Amex Code of Conduct, relating to the ethics of its
employees, be established via an 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.)
*
WHY THIS DOCUMENT A "PRRN14A' REVISION RATHER THAN A 'PREC14A" INITIAL FILING
This document was originally filed 2009-05-14 and is only being amended now
in 2010. That is the subject of the Amex Court case 10cv2267, which is
described elsewhere in this document. Here is the definition of the form
PRRN14A.
According to Forbes' Investopedia:
"What Does SEC Form PRRN14A Mean?
A filing with the Securities and Exchange Commission (SEC) that must be
filed by or on behalf of a registrant when non-management preliminary
proxy soliciting materials are revised and a shareholder vote is
required. SEC Form PRRN14A should provide security holders with
sufficient information about the issue at hand to allow them to make an
informed vote at an upcoming security holders' meeting or to authorize
a proxy to vote on their behalf. It includes information about the
date, time and place of the meeting of security holders; revocability
of proxy; dissenter's right of appraisal; persons making the
solicitation; direct or indirect interest of certain persons in matters
to be acted upon; modification or exchange of securities; financial
statements; voting procedures; and other details. "
http://www.investopedia.com/terms/s/SEC-Form-PRRN14A.asp
*
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. Mr.
Lindner is 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 Mr. Lindner says 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.
Mr. Lindner asks 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.
LETTER TO KEN CHENAULT ASKING FOR AN EXPLANATION
Please see Exhibit 4 for the full text.
TEXT OF VIDEO, OF LENGTH 40 SECONDS
The video is entitled "Peter Lindner on Amex Ethics (for iPhone)", has closed
captioning, can be watched on an iPhone or on a Personal Computere and is
located on the web at:
http://www.youtube.com/watch?v=u1XmxONWPEM
"I was sexually harassed by my supervisor Qing Lin at American Express.
When I complained to HR, Qing arranged to have me fired.
I feel that one way to help fight discrimination is to have a truth commission
at American Express where it looks into what people have done and if they tell
the truth, Amex won't punish them.
I'm fighting for my case, but I'm also fighting for all the other people at
American Express whoever have been sexually harassed in the last 15 years or
have been discriminated against.
I'm trying to look out for your interests in my shareholder proposal.
[Text Screen 1 (at 0:06 - 0:13) : ]
In 2000, American Express paid Peter Lindner a settlement for sexual harassment.
Now he wants its Code of Conduct enforced for all employees.
[Text Screen 2 (0:35):]
For more information, please visit:
www.amexethics.blogspot.com
or email
AmexEthics@gmail.com
"
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.
Peter Lindner
DATE OF TRANSACTION AMOUNT OF COMMON SHARES PURCHASED (P) / SOLD (S)
1990- 1998 800* (P)
2010 1,621 shares worth $66,477.21 (the entire amount from 1990-1998) was
transferred from Amex to a different brokerage.
*approximately
PETER LINDNER RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF
PETER LINDNER'S Shareholder Proposal (ALSO KNOWN AS THE ETHICS PROPOSAL)
LISTED BELOW
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 __, 2010 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) in favor of the Lindner shareholder proposal to revise the Amex Code of
Conduct and
(b) 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'S SHAREHOLDER PROPOSAL, 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.
MR. LINDNER ESTIMATES WITHOUT VERIFICATION FROM AMEX THAT APPROXIMATELY A
HALF
BILLION DOLLARS WORTH OF AMEX STOCK IS HELD BY AMEX IN TRUST FOR THEIR
EMPLOYEES, AND MR. LINDNER HAS BEEN UNABLE TO IDENTIFY IF AMEX'S PROXY IN THE
PERSON OF SECRETARY OF THE CORPORATION CAROL SCHWARTZ, ESQ. WILL VOTE THOSE
SHARES AGAINST MR. LINDNER'S PROPOSAL WHICH WOULD OSTENSIBLY BENEFIT THOSE
EMPLOYEES AGAINST DISCRIMINATION BY AMEX.
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 2010, 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
[revised March 30, 2010]
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 2010 Annual Meeting
by sending a new proxy card to ________________________ or the
Secretary of American Express, Inc., or by voting in person at the 2010
Annual Meeting. Mr. Lindner notes that last year's (April 2009) Amex
Shareholder meeting recorded a vote in excess of 900million against Mr.
Lindner's Shareholder Proposal to about 2,000 or 3,000 votes in favor.
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.AmexEthics.blogspot.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 Mr. Lindner from both
attending and speaking at the Shareholder Meeting despite Mr. Lindner
owning about $60,000 of Amex voting shares, and has tried again this
year as late as March 2009 to stop Mr. Lindner from speaking at the
April 2009 Annual Shareholders Meeting in NYC(details above and upon
request).
IN OPPOSITION TO THE BOARD OF DIRECTORS OF AMERICAN EXPRESS COMPANY
PROXY FOR THE 2010 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 2010 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
[perhaps? shareholder proposal number 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 with X as in this example.
1. 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 ________, 2010
______________________________
Signature of Stockholder
_______________________________
Signature of Stockholder
Dates Referenced Herein and Documents Incorporated By Reference This
PREC14A Filing
This is version 3, with major changes denoted by changed text .
Minor changes have not been marked, for clarity.
This is an update of the filing of 2009-05-14on sec.gov
Date April 21, 2010