annualmeetingresults.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): May 2, 2011
 
 
 

 
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):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 
 
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 May 2, 2011.  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.
 
VOTES FOR
VOTES WITHHELD
BROKER NON-VOTES
Daniel F. Akerson
879,907,747
17,395,049
114,830,508
Charlene Barshefsky
838,801,106
58,501,690
114,830,508
Ursula M. Burns
884,033,181
13,269,615
114,830,508
Kenneth I. Chenault
862,216,327
35,086,469
114,830,508
Peter Chernin
864,132,973
33,169,823
114,830,508
Theodore J. Leonsis
841,770,857
55,531,939
114,830,508
Jan Leschly
859,898,672
37,404,124
114,830,508
Richard C. Levin
884,463,159
12,839,637
114,830,508
Richard A. McGinn
796,907,803
100,394,993
114,830,508
Edward D. Miller
864,026,610
33,276,186
114,830,508
Steven S Reinemund
879,843,542
17,459,254
114,830,508
Robert D. Walter
864,284,304
33,018,492
114,830,508
Ronald A. Williams
884,622,614
12,680,182
114,830,508
Peter W. Lindner
11
897,302,785
114,830,508
 
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 2011 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.           Votes regarding ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2011 were as follows:
 
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
998,562,973
1,956,364
   11,613,967
-0-
 
 
3.           Votes regarding an advisory (non-binding) vote approving executive compensation were as follows:
 
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
749,016,683
110,896,420
   37,389,693
114,830,508
 
 
4.           Votes regarding an advisory (non-binding) vote on the frequency of the advisory vote on executive compensation were as follows:
 
ONE (1) YEAR
TWO (2) YEARS
THREE (3) YEARS
ABSTAIN
BROKER
NON-VOTES
746,512,147
12,467,180
120,588,356
17,735,113
114,830,508
 
 
5.           Votes on a shareholder proposal relating to cumulative voting for Directors were as follows:
 
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
236,171,981
648,526,928
   12,603,887
114,830,508
 
 
6.           Votes on a shareholder proposal relating to the calling of special shareholder meetings were as follows:
 
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
328,507,035
556,133,211
   12,662,550
114,830,508
 
 
 7.           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 AGAINST
ABSTENTIONS
BROKER NON-VOTES
11
897,302,785
   -0-
114,830,508
 
 
 
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(d)  Disclosure Regarding Frequency of Shareholder Advisory Vote on Executive Compensation:
 
A majority of the votes cast by shareholders voted, on an advisory basis, to hold an advisory vote to approve executive compensation every year. In line with this recommendation by our shareholders, the Board of Directors has decided that it will include an advisory shareholder vote on executive compensation in its proxy materials every year until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our Annual Meeting of Shareholders in 2017.
   
 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
   
AMERICAN EXPRESS COMPANY
(REGISTRANT)
 
  
 
By:
/s/ Carol V. Schwartz  
    Name: Carol V. Schwartz  
    Title: Secretary  
       
 

Date:  May 5, 2011


 
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