American Express Company Form 8-K (May 6, 2021)

Summary

Current report on Form 8-K of American Express Company, date of report May 6, 2021, under Item 5.07. The Annual Meeting of Shareholders took place on May 4, 2021, with a quorum present, and all 15 of the Company's nominees for director received over a majority of votes cast; for example, Stephen J. Squeri received 624,489,078 votes for and 39,274,394 against. The ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2021 drew 706,834,442 votes for (98.16%) and 13,205,025 against, and the advisory vote on executive compensation drew 632,953,982 for (95.37%). The shareholder proposal on action by written consent drew 237,387,648 for and 421,771,665 against; the proposal on an annual report on diversity drew 391,245,434 for and 264,207,549 against. Kristina V. Fink, Deputy Corporate Secretary, signed it on May 6, 2021.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Cite this document

“American Express Company Form 8-K (May 6, 2021).” Original at www.sec.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/sec-axp-8-k-filed2021-05-06-0000004962-21-000032-e03b6b6ea0/, SHA-256 03aaaac6686dbe8f3fea9249492efe9ace957fc5d7497f38d37c679e9e2b952a.

Full text

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 6, 2021 ( May 4, 2021 )

AMERICAN EXPRESS CO MPANY

(Exact name of registrant as specified in its charter)

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

200 Vesey Street ,

New York , New York 10285

(Address of principal executive offices and zip code)

( 212 ) 640-2000

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Shares (par value $0.20 per Share) | AXP | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting of Shareholders of American Express Company (the “Company”) was held on May 4, 2021. A quorum was present at the meeting as required by the Company’s By-laws. 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.

Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present but were not counted as votes cast on any matter. For matters 2-5, the percentages for and against each matter reflect all of the votes cast.

(b)

1. Election of Directors.

VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES
Thomas J. Baltimore | 555,675,404 | 108,727,823 | 1,009,645 | 55,185,701
Charlene Barshefsky | 651,732,527 | 12,743,910 | 936,435 | 55,185,701
John J. Brennan | 661,187,387 | 3,429,485 | 796,000 | 55,185,701
Peter Chernin | 635,557,209 | 28,857,254 | 998,409 | 55,185,701
Ralph de la Vega | 660,328,204 | 4,272,066 | 812,602 | 55,185,701
Michael O. Leavitt | 657,219,555 | 7,384,176 | 809,141 | 55,185,701
Theodore J. Leonsis | 653,076,080 | 11,522,299 | 814,493 | 55,185,701
Karen L. Parkhill | 661,941,715 | 2,691,059 | 780,098 | 55,185,701
Charles E. Phillips | 660,657,030 | 3,965,765 | 790,077 | 55,185,701
Lynn A. Pike | 661,981,919 | 2,689,802 | 741,151 | 55,185,701
Stephen J. Squeri | 624,489,078 | 39,274,394 | 1,649,400 | 55,185,701
Daniel L. Vasella | 656,177,562 | 8,418,199 | 817,111 | 55,185,701
Lisa W. Wardell | 648,723,017 | 15,692,375 | 997,480 | 55,185,701
Ronald A. Williams | 634,177,158 | 30,215,535 | 1,020,179 | 55,185,701
Christopher D. Young | 659,000,217 | 5,598,251 | 814,404 | 55,185,701

All 15 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 2021 were as follows:

VOTES FOR | % FOR | VOTES AGAINST | % AGAINST | ABSTENTIONS | BROKER NON-VOTES
706,834,442 | 98.16% | 13,205,025 | 1.83% | 559,106 | 0

3. Votes regarding an advisory (non-binding) vote approving executive compensation were as follows:

VOTES FOR | % FOR | VOTES AGAINST | % AGAINST | ABSTENTIONS | BROKER NON-VOTES
632,953,982 | 95.37% | 30,684,931 | 4.62% | 1,773,959 | 55,185,701

4. Votes on a shareholder proposal relating to action by written consent were as follows:

VOTES FOR | % FOR | VOTES AGAINST | % AGAINST | ABSTENTIONS | BROKER NON-VOTES
237,387,648 | 36.01% | 421,771,665 | 63.98% | 6,253,559 | 55,185,701

5. Votes on a shareholder proposal relating to annual report on diversity were as follows:

VOTES FOR | % FOR | VOTES AGAINST | % AGAINST | ABSTENTIONS | BROKER NON-VOTES
391,245,434 | 59.69% | 264,207,549 | 40.30% | 9,959,889 | 55,185,701

-2-

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/ Kristina V. Fink
Name: Kristina V. Fink
Title: Deputy Corporate Secretary

Date: May 6, 2021

-3-

File and source

File: SEC_AXP_8-K_filed2021-05-06_0000004962-21-000032.htm
Size: 82,811 bytes
SHA-256: 03aaaac6686dbe8f3fea9249492efe9ace957fc5d7497f38d37c679e9e2b952a
Our copy: SEC_AXP_8-K_filed2021-05-06_0000004962-21-000032.htm
Original: www.sec.gov