annualmeeting8kapr2013.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 29, 2013

AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)

New York
  
1-7657
  
13-4922250
(State or other jurisdiction
of incorporation or organization)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 

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

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

Not Applicable
(Former name or former address, if changed since last report)
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders
         
 a)           The annual meeting of the shareholders of American Express Company (the “Company”) was held on April 29, 2013.  The matters that were voted upon at the meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
 
 
(b)
 
 
1.            Election of Directors.
 
       
   
VOTE FOR
    
VOTES FOR
(PERCENT OF
SHARES VOTED)
    
VOTES WITHHELD
    
VOTES WITHHELD (PERCENT OF
 SHARES VOTED)
    
 BROKER
 NON-VOTES
  
Charlene Barshefsky      803,970,796        93.22  %     58,518,875         6.78  %     89,775,110  
Ursula M. Burns
     848,259,482       98.35 %     14,230,189       1.65 %     89,775,110  
Kenneth I. Chenault
     835,662,854       96.89 %     26,826,817       3.11 %     89,775,110  
Peter Chernin
     851,778,484       98.76 %     10,711,187       1.24 %     89,775,110  
Anne Lauvergeon
     858,326,194       99.52 %     4,163,477       0.48 %     89,775,110  
Theodore J. Leonsis
     851,230,138       98.69 %     11,259,533       1.31 %     89,775,110  
Richard C. Levin
     859,760,942       99.68 %     2,728,729       0.32 %     89,775,110  
Richard A. McGinn
     810,322,461       93.95 %     52,167,210       6.05 %     89,775,110  
Samuel J. Palmisano
     859,803,375       99.69 %     2,686,296       0.31 %     89,775,110  
Steven S Reinemund
     854,934,646       99.12 %     7,555,025       0.88 %     89,775,110  
Daniel L. Vasella
     859,299,189       99.63 %     3,190,482       0.37 %     89,775,110  
Robert D. Walter
     846,418,240       98.14 %     16,071,431       1.86 %     89,775,110  
Ronald A. Williams
     859,756,481       99.68 %     2,773,190       0.32 %     89,775,110  
Peter W. Lindner
     11       0.00 %     862,489,660       100.00 %     89,775,110  

In a contested election, the Director nominees who receive the plurality of votes cast are elected as Directors. Under the plurality standard, the number of persons equal to the number of vacancies to be filled who receive more votes than other nominees are elected to the Board of Directors (the “Board”), regardless of whether they receive a majority of votes cast.  An election is considered contested under Section 6.3 of the Company’s certificate of incorporation if there are more nominees than positions on the Board to be filled at the meeting of shareholders as of the fourteenth day prior to the date on which the Company files its definitive proxy statement with the Securities and Exchange Commission.  For the election of Directors at the annual meeting of shareholders, based on a shareholder notice that the Company had received, there were more nominees than the number of Directors to be elected, and therefore, plurality voting governed the election of directors.
 
 
The shareholders elected all 13 of the Company’s nominees for director. Mr. Peter W. Lindner, a shareholder who nominated himself under the Company’s By-Laws as a candidate for director at the 2013 Annual Meeting, was not elected as a director of the Company.
 
 
All 13 of the Company’s nominees for director received over a majority of votes cast.
 
 

 
 
-2-
 

 
 2.           Votes regarding ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2013 were as follows:
 
VOTES FOR
  
VOTES FOR
(PERCENT OF
SHARES VOTED)
  
VOTES AGAINST
  
VOTES AGAINST
(PERCENT OF
SHARES VOTED)
  
ABSTENTIONS
  
BROKER
NON-VOTES
946,592,349
  
99.56%
  
4,169,704
  
0.44%
  
1,502,728
  
-0-

 
3.           Votes regarding an advisory (non-binding) vote approving executive compensation were as follows:
 
VOTES FOR
  
VOTES FOR
(PERCENT OF
SHARES VOTED)
  
VOTES AGAINST
  
VOTES AGAINST
(PERCENT OF
SHARES VOTED)
  
ABSTENTIONS
  
BROKER NON-VOTES
763,539,234
  
89.39%
  
90,647,829
  
10.61%
  
8,302,608
  
89,775,110

 
4.           Votes on a shareholder proposal presented at the meeting relating to separation of Chairman and CEO roles were as follows:
 
VOTES FOR
  
VOTES FOR
(PERCENT OF
SHARES VOTED)
  
VOTES AGAINST
  
VOTES AGAINST
(PERCENT OF
SHARES VOTED)
  
ABSTENTIONS
  
BROKER NON-VOTES
195,187,663
  
22.69%
  
664,889,963
  
77.31%
  
2,412,045
  
89,775,110

 
5.           Votes on a shareholder proposal introduced from the floor by Mr. Peter W. Lindner relating to the American Express Code of Conduct were as follows:
 
VOTES FOR
  
VOTES FOR
(PERCENT OF
SHARES VOTED)
  
VOTES AGAINST
  
VOTES AGAINST
(PERCENT OF
SHARES VOTED)
  
ABSTENTIONS
  
BROKER NON-VOTES
11
  
0.00%
  
862,489,660
  
100.00%
  
-0-
  
89,775,110

 

 
-3-
 
 

 

SIGNATURE
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
AMERICAN EXPRESS COMPANY
 
(REGISTRANT)
     
 
By:
/s/ Carol V. Schwartz
   
Name:  Carol V. Schwartz
   
Title:    Secretary
 


Date:  May 2, 2013
 
 


 
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