UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
American Express Company
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(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 table below per Exchange Act Rules 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:
...........................................................
The following has been communicated to shareholders of American Express
Company on or about March 17, 2003:
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AMERICAN EXPRESS
TELEPHONE VOTING
FOR NON-EMPLOYEE SHAREHOLDERS
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[Telephone 1-866-546-3510]
SPEECH 1: Welcome.
Please enter the control number located in the lower right hand
corner of the Proxy Card.
SPEECH 2: To vote as the AMERICAN EXPRESS board recommends PRESS 1 now.
To vote on each item separately PRESS 0 now.
SPEECH 2A: You voted as the board recommended. If this is correct, PRESS 1.
If incorrect PRESS 0.
SPEECH 3: ITEM 1
To vote
FOR ALL nominees, PRESS 1.
To WITHHOLD for ALL NOMINEES PRESS 9.
To WITHHOLD for an INDIVIDUAL NOMINEE PRESS 0. Make your
selection now.
SPEECH 4: Please enter the two-digit number that appears next to the
NOMINEE you do NOT WISH to vote for. Please make your
selection now.
SPEECH 5: PRESS 1 if you wish to WITHHOLD from another NOMINEE or PRESS
0 if you have completed voting on Directors.
SPEECH 6: ITEM 2
To vote
FOR, PRESS 1
AGAINST, PRESS 9
ABSTAIN, PRESS 0
SPEECH 7: ITEM 3
To vote
FOR, PRESS 1
AGAINST, PRESS 9
ABSTAIN, PRESS 0
SPEECH 8: ITEM 4
To vote
FOR, PRESS 1
AGAINST, PRESS 9
ABSTAIN, PRESS 0
SPEECH 9: ITEM 5
To vote
FOR, PRESS 1
AGAINST, PRESS 9
ABSTAIN, PRESS 0
SPEECH 10A: Your votes have been cast as follows:
ITEM 1
FOR ALL or WITHHOLD FOR ALL or for ALL EXCEPT #
ITEM 2
FOR, AGAINST, ABSTAIN - and so on.
If this is correct, PRESS 1. If incorrect, PRESS 0.
CLOSING A: Thank you for voting.
CLOSING B: ** Your vote has been canceled. Please call again, or sign, mark and
return your proxy in the envelope provided.
SPEECH 11: *** If you wish to access all future Annual Reports and Proxy
Statements via the Internet and discontinue receiving these
documents by mail, please grant your consent by pressing 1 now.
SPEECH 11A: If you have received more than one Proxy Card, you must vote each
card separately. If you would like to vote another proxy,
PRESS 1 now. To end this call PRESS 0 now.
SPEECH 12 Thank you for voting
** Closing B - if shareholder indicates their vote was incorrect.
*** Optional to save future production and postage costs, or to obtain
attendance information.
Error message: I'm sorry you're having difficulty. Please call again, or sign,
mark and return your proxy in the envelope provided.
The following has been communicated to shareholders of American Express
Company on or about March 17, 2003:
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INTERNET VOTING INSTRUCTIONS
FOR NON-EMPLOYEE SHAREHOLDERS
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[Page 1]
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[Logo of American Express]
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[www.onlineproxy.com amex]
Welcome to the
American Express Company
2003 Proxy Voting Site
Internet voting is available through 4pm Eastern Time on Tuesday,
April 22, 2003 for shares held in employee plans and through
4pm Eastern Time on Sunday, April 27, 2003 for all other shares.
If you prefer to vote by telephone,
please call toll-free 1-866-546-3510.
Click here to continue to the secure voting site.
If your browser does not support SSL encryption, CLICK HERE.
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[Page 2]
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[Logo of American Express]
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Enter your 11-digit control number located on the Proxy Card: xxxxxxxxxxx
Click Here To Begin
Do not enter any spaces.
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[Page 3]
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[Logo of American Express]
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Your Internet vote authorizes the Proxies to vote your shares in the same
manner as if you marked, signed, and returned your Proxy Card.
AMERICAN EXPRESS COMPANY
Proxy Solicited on Behalf of the Board of Directors
for Annual Meeting on April 28, 2003
The undersigned hereby appoints Gary L. Crittenden, Stephen P. Norman and
Louise M. Parent, or any of them, proxies or proxy, with full power of
substitution, to vote all common shares of American Express Company which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be
held at the Company's headquarters, 200 Vesey Street, 26th Floor, New York,
New York 10285, on April 28, 2003 at 10:00 A.M., Eastern Time, and at any
adjournment(s) of the Meeting, as indicated on the proxy card with respect to
the proposals set forth in the Proxy Statement, and in their discretion upon
any matter that may properly come before the Meeting or any adjournment(s) of
the Meeting. The undersigned hereby revokes any proxies submitted previously.
Notice to employees participating in the AMERICAN EXPRESS INCENTIVE SAVINGS
PLAN, the EMPLOYEE STOCK OWNERSHIP PLAN OF AMEX CANADA, INC., or the AEFA
STOCK PURCHASE PROGRAM:
The proxy card indicates the approximate number of whole shares credited to
your account in one or more of the Plans named above as of February 14, 2003.
These shares will be voted as you instruct if your proxy card, telephone, or
Internet voting instructions are received on or before April 22, 2003, by
Mellon Investor Services LLC, which is acting on behalf of the Trustees of
these three Plans.
If Mellon Investor Services LLC does not receive your voting instructions by
April 22, 2003, the following conditions will apply: the ISP Trustee will vote
your Plan shares in the same proportion as it votes all other shares in the
Plan for which it has received timely voting instructions; the Trustee of the
ESOP of Amex Canada and the broker holding shares in the AEFA Stock Purchase
Program will not vote your shares.
Before you vote, if you would like to review
the Annual Report and Proxy Statement - CLICK HERE.
Return by simply closing the newly opened browser window.
The Board of Directors recommends a vote
FOR Items 1 and 2,
and AGAINST Items 3, 4 and 5.
Click Here To Vote As The Board Of Directors Recommends
Click Here To Vote Individually On Each Item
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[Page 4A]
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[Logo of American Express]
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I Vote As The Board Recommends
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PLEASE RESPOND TO THE QUESTION BELOW. THEN SCROLL
TO THE END OF THE PAGE TO REGISTER YOUR VOTE.
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Yes [ ] No [ ]
I consent to view all future Annual Reports and Proxy Statements online. I
understand that the Company may no longer distribute printed materials to me
for any future stockholders meeting until my consent is revoked. I understand
that I may revoke my consent at any time by contacting the Company's transfer
agent, Mellon Investor Services LLC, Ridgefield Park, NJ. I also understand
that costs normally associated with electronic access, such as Internet access
and telephone charges, will be my responsibility.
You may use the comment section if you have written comments
or wish to notify us of a change of address.
Comments: (150 characters)
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In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting, or at any adjournment(s)
thereof.
Click Here To Register Your Vote
BACK [link]
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[Page 4B]
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[Logo of American Express]
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To Vote Separately On Each Item - Check The Boxes Below:
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The Board recommends a vote FOR Items 1 and 2.
ITEM 1 Election of Directors
FOR ALL NOMINEES[ ]
WITHHOLD FROM ALL NOMINEES [ ]
FOR the slate except vote WITHHELD from the following nominees(s)[ ]
[ ] 01 D.F. Akerson
[ ] 02 C. Barshefsky
[ ] 03 W.G. Bowen
[ ] 04 K.I. Chenault
[ ] 05 P.R. Dolan
[ ] 06 F.R. Johnson
[ ] 07 V.E. Jordan, Jr.
[ ] 08 J. Leschly
[ ] 09 R.A. McGinn
[ ] 10 F.P. Popoff
[ ] 11 R.D. Walter
ITEM 2 Proposal to ratify selection of Ernst & Young LLP as Independent
Auditors.
For [ ] Against [ ] Abstain [ ]
The Board recommends a vote AGAINST Items 3, 4 and 5.
ITEM 3 Shareholder proposal to establish six-year term limits for directors.
For [ ] Against [ ] Abstain [ ]
ITEM 4 Shareholder proposal to prohibit any stock options for senior
management.
For [ ] Against [ ] Abstain [ ]
ITEM 5 Shareholder proposal calling for options to be granted at the
Company's highest historical stock price and imposing a buyback
provision on such options.
For [ ] Against [ ] Abstain [ ]
PLEASE RESPOND TO THE QUESTION BELOW. THEN SCROLL
TO THE END OF THE PAGE TO REGISTER YOUR VOTE.
Yes [ ] No [ ]
I consent to view all future Annual Reports and Proxy Statements online. I
understand that the Company may no longer distribute printed materials to me
for any future stockholders meeting until my consent is revoked. I understand
that I may revoke my consent at any time by contacting the Company's transfer
agent, Mellon Investor Services LLC, Ridgefield Park, NJ. I also understand
that costs normally associated with electronic access, such as Internet access
and telephone charges, will be my responsibility.
You may use the comment section if you have written comments
or wish to notify us of a change of address.
Comments: (150 characters)
================================================================================
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting, or at any adjournment(s)
thereof.
Click Here To Register Your Vote
BACK [link]
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[Page 5]
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[Logo of American Express]
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THANK YOU FOR VOTING ELECTRONICALLY
Voting Summary
Your Registration Number: xxxxxxxxxxx
ITEM 1:
You Voted: [your response here]
-OR-
You Voted: For All Except: [name of director(s)]
-OR-
You Voted: [your response here]
ITEM 2:
You Voted: For/Against/Abstain
ITEM 3:
You Voted: For/Against/Abstain
ITEM 4:
You Voted: For/Against/Abstain
ITEM 5:
You Voted: For/Against/Abstain
ELECTRONIC ACCESS: I consent to view all future Annual Reports and Proxy
Statements electronically via the Internet at a web page which will be
disclosed to me.
-OR-
ELECTRONIC ACCESS: I do not consent to view all future Annual Reports and
Proxy Statements electronically via the Internet.
COMMENTS:
THANK YOU FOR VOTING
================================================================================
If any of the above information is incorrect, return to the proxy ballot form
by using the BACK feature of your browser program.
----
If the above information is correct, you do NOT need to mail back your proxy
card.
Please exit your browser program as you normally do.
The following has been communicated to the employees of American Express
Company on March 24, 2003:
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EMAIL TO EMPLOYEES OF AMERICAN EXPRESS COMPANY
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From: vdirect@melloninvestor.com
To: [employee's email address]
cc:
Subject: American Express 2003 Proxy Material
Dear American Express Employee
The 2003 Annual Meeting of Stockholders of American Express Company will
be held at the Company's headquarters, 26th floor, 200 Vesey Street, New York,
New York 10285, on April 28, 2003 at 10:00 A.M., Eastern Time.
As a stockholder of American Express, whether directly or as a
participant in the American Express Incentive Savings Plan ("ISP"), the
Employee Stock Ownership Plan of Amex Canada, Inc., or the AEFA Stock Purchase
Program, you are entitled to vote the American Express Company shares held in
your name. You can vote these shares by connecting to the secure electronic
voting site at: http://www.eproxy.com/axp
To enter the electronic voting site you will need a control number.
Your control number is: xxxxxxxxxxx
Your shares will be voted as you instruct if your voting instructions are
received before Tuesday, April 22, 2003, 4:00 P.M., Eastern Time, by Mellon
Investor Services LLC, which is acting on behalf of the Trustees of these
three Plans. If Mellon Investor Services LLC does not receive your voting
instructions by that time, the following conditions will apply: the ISP
Trustee will vote your Plan shares in the same proportion as it votes all
other shares in the Plan for which it has received timely voting instructions;
the Trustee of the ESOP of Amex Canada and the broker holding shares in the
AEFA Stock Purchase Program will not vote your shares.
Before voting, however, please review the Company's 2002 Annual Report to
Shareholders and the 2003 Proxy Statement. The voting site provides a link to
both documents.
Employees who would like to receive a printed copy of the Annual Report
and Proxy Statement can send a request via e-mail to Nina G Santos in the
Secretary's Office. Please be sure to provide your interoffice mail code and
office address in your message.
We encourage you to vote promptly. Your vote is important.
Thank you.
Stephen P. Norman
Secretary
American Express Company
Each Employee Shareholder receives the following response upon successful
completion of his or her vote:
From: vdirect@melloninvestor.com
To: [employee's email address]
cc:
Subject: Proxy Vote Confirmation - American Express Company
The following is a summary of your vote:
The Board of Directors recommends a vote FOR Item 1.
Item 1. Election of Directors.
[voter's response]
The Board of Directors recommends a vote FOR Item 2.
Item 2. Proposal to ratify selection of Ernst & Young LLP as Independent
Auditors.
[voter's response]
The Board of Directors recommends a vote AGAINST Item 3.
Item 3. Shareholder proposal to establish six-year term limits for
directors.
[voter's response]
The Board of Directors recommends a vote AGAINST Item 4.
Item 4. Shareholder proposal to prohibit any stock options for senior
management.
[voter's response]
The Board of Directors recommends a vote AGAINST Item 5.
Item 5. Shareholder proposal calling for options to be granted at the
Company's highest historical stock price and imposing a buyback provision on
such options.
[voter's response]
Thank you for using VoteDirect.
Mellon Investor Services
The following has been communicated to employee shareholders of American
Express Company on March 24, 2003:
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INTERNET VOTING INSTRUCTIONS
FOR EMPLOYEE SHAREHOLDERS
--------------------------------------------------------------------------------
[www.eproxy.com/axp/]
[Page 1]
[Logo of American Express]
Annual Report and Proxy Statement [link to American Express Company
Annual Report and Proxy Statement]
WELCOME TO ON-LINE PROXY VOTING FOR AMERICAN EXPRESS COMPANY.
Internet voting is available through 4pm Eastern Time on Tuesday, April
22, 2003 for shares held in employee plans and through 4pm Eastern Time on
Sunday, April 27, 2003 for all other shares. If you prefer to vote by
telephone, call toll-free 1-866-546-3510.
Please click on the proceed button below to continue to the secure voting site.
PROCEED [link]
[Page 2]
[Logo of American Express]
ANNUAL REPORT AND PROXY STATEMENT [link to American Express Company
Annual Report and Proxy Statement]
Please enter the 11-digit control number provided to you.
Do not enter any spaces in the control number field. xxxxxxxxxxx
[If control number is omitted, voter is notified that "We were unable to
authenticate you. Please enter the appropriate information and click on the
Submit button."]
SUBMIT [link]
[Page 3]
[Logo of American Express]
ANNUAL REPORT AND PROXY STATEMENT [link to American Express Company
Annual Report and Proxy Statement]
FOLLOW THE 3 EASY STEPS:
1. REVIEW THE PROXY MATERIALS BELOW
Annual Report and Proxy Statement [link]
2. READ THE FOLLOWING STATEMENT AND CHECK THE BOX.
[ ] I acknowledge that I have had the opportunity to review the Annual Report
and Proxy Statement.
3. CLICK ON THE PROCEED BUTTON TO CONTINUE.
[If acknowledgement is omitted, voter is notified that "You must check the box
confirming that you have had the opportunity to review the proxy materials."]
PROCEED [link]
[Page 3a]
[Logo of American Express]
ANNUAL REPORT AND PROXY STATEMENT [link to American Express Company
Annual Report and Proxy Statement]
You must check the box confirming that you have had the opportunity to review
the proxy materials.
Please use the Back button on your browser to return to the proxy materials
page.
- -OR-
You are voting the following shares on this proxy card:
REGISTRATION SHARES
[shareholder name [shareholder's share information
and mailing address] xxxxxx.xxxx shares]
PROCEED [link]
[Page 4]
[Logo of American Express]
ANNUAL REPORT AND PROXY STATEMENT [link to American Express Company
Annual Report and Proxy Statement]
PROXY
AMERICAN EXPRESS COMPANY
Proxy Solicited on Behalf of the Board of Directors
For Annual Meeting on April 28, 2003
The undersigned hereby appoints Gary L. Crittenden, Stephen P. Norman and
Louise M. Parent, or any of them, proxies or proxy, with full power of
substitution, to vote all common shares of American Express Company which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be
held at the Company's headquarters, 200 Vesey Street, 26th Floor, New York,
New York 10285, on April 28, 2003 at 10:00 A.M., Eastern Time, and at any
adjournment(s) of the Meeting, as indicated on the Proxy Card with respect to
the proposals set forth in the Proxy Statement, and in their discretion upon
any matter that may properly come before the Meeting or any adjournment(s) of
the Meeting. The undersigned hereby revokes any proxies submitted previously.
NOTICE TO EMPLOYEES PARTICIPATING IN THE AMERICAN EXPRESS INCENTIVE
SAVINGS PLAN, THE EMPLOYEE STOCK OWNERSHIP PLAN OF AMEX CANADA, INC., OR THE
AEFA STOCK PURCHASE PROGRAM:
This proxy card indicates the approximate number of whole shares credited
to your account in one or more of the Plans named above as of February 14,
2003.
These shares will be voted as you instruct if your proxy card, telephone,
or Internet voting instructions are received on or before April 22, 2003, by
Mellon Investor Services LLC, which is acting on behalf of the Trustees of
these three Plans.
If Mellon Investor Services LLC does not receive your voting instructions
by April 22, 2003, the following conditions will apply: the ISP Trustee will
vote your Plan shares in the same proportion as it votes all other shares in
the Plan for which it has received timely voting instructions; the Trustee of
the ESOP of Amex Canada and the broker holding shares in the AEFA Stock
Purchase Program will not vote your shares.
The Board of Directors recommends a vote FOR Items 1 and 2 and AGAINST
Items 3, 4 and 5.
YOU MAY SUBMIT YOUR VOTE AS THE BOARD OF DIRECTORS RECOMMENDS BY
CLICKING THIS BUTTON.
SUBMIT YOUR VOTE [link]
OR
The Board of Directors recommends a vote FOR Item 1.
Item 1. Election of Directors - Nominees:
[ ] For all nominees (except those marked below).
[ ] Withhold from all nominees
FOR the slate, except vote WITHHELD from the following nominee(s):
[ ] (01) D.F. Akerson
[ ] (02) C. Barshefsky
[ ] (03) W.G. Bowen
[ ] (04) K.I. Chenault
[ ] (05) P.R. Dolan
[ ] (06) F.R. Johnson
[ ] (07) V.E. Jordan, Jr.
[ ] (08) J. Leschly
[ ] (09) R.A. McGinn
[ ] (10) F.P. Popoff
[ ] (11) R.D. Walter
The Board of Directors recommends a vote FOR Item 2.
Item 2. Proposal to ratify selection of Ernst & Young LLP as Independent
Auditors.
[ ] For
[ ] Against
[ ] Abstain
The Board of Directors recommends a vote AGAINST Item 3.
Item 3. Shareholder proposal to establish six-year term limits for directors.
[ ] For
[ ] Against
[ ] Abstain
The Board of Directors recommends a vote AGAINST Item 4.
Item 4. Shareholder proposal to prohibit any stock options for
senior management.
[ ] For
[ ] Against
[ ] Abstain
The Board of Directors recommends a vote AGAINST Item 5.
Item 5. Shareholder proposal calling for options to be granted at the Company's
highest historical stock price and imposing a buyback provision on such
options.
[ ] For
[ ] Against
[ ] Abstain
*****
To submit your vote please click the button below.
(YOUR VOTE WILL NOT BE COUNTED UNTIL THE "SUBMIT YOUR VOTE" BUTTON IS CLICKED.)
SUBMIT YOUR VOTE [link]
[Page 5]
[Logo of American Express]
Annual Report and Proxy Statement [link to American Express Company
Annual Report and Proxy Statement]
Voter Control Number: xxxxxxxxxxx
YOU HAVE VOTED YOUR PROXY IN THE FOLLOWING MANNER:
The Board recommends a vote FOR Item 1.
ITEM 1 Election of Directors
[voter's response]
-OR-
For all nominees, (except those listed below)
[name of director(s)]
The Board recommends a vote FOR Item 2.
ITEM 2 Proposal to ratify selection of Ernst & Young LLP as Independent
Auditors.
[voter's response]
The Board recommends a vote AGAINST Item 3.
ITEM 3 Shareholder proposal relating to the establishment of six-year term
limits for directors.
[voter's response]
The Board recommends a vote AGAINST Item 4.
ITEM 4 Shareholder proposal to prohibit stock options for senior management.
[voter's response]
The Board recommends a vote AGAINST Item 5.
ITEM 5 Shareholder proposal relating to the pricing of stock options at the
time of grant.
[voter's response]
Please review your vote.
If this IS NOT how you intended to vote, please use the Back button on your
browser, change your vote and resubmit.
If this IS how you intended to vote, please click the Proceed button.
PROCEED [link]
[Page 6]
[Logo of American Express]
Voter Control Number: xxxxxxxxxxx
Annual Report and Proxy Statement [link to American Express Company Annual
Report and Proxy Statement]
Success! Your vote has been cast and will be tabulated by Mellon Investor
Services within 24 hours.
If you wish to submit comments to American Express, click the button below.
SUBMIT COMMENTS [link]
[Page 7]
[Logo of American Express]
Annual Report and Proxy Statement [link to American Express Company
Annual Report and Proxy Statement]
Please enter an appropriate subject, identify yourself and enter your comments
in the box below.
Press the Submit button to send your comments.
Your name:
E-mail address:
Daytime phone:
Subject:
Your Comments:
SUBMIT COMMENTS [link]
[Page 8]
[Logo of American Express]
ANNUAL REPORT AND PROXY STATEMENT [link to American Express Company
Annual Report and Proxy Statement]
Thank you for your comments!
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