AMERICAN EXPRESS COMPANY Form 8-K (May 4, 2022)

Summary

Current report on Form 8-K of American Express Company, date of report May 4, 2022, under Item 5.07. The Annual Meeting of Shareholders took place on May 3, 2022, with a quorum present, and all 14 of the Company's nominees for director received over a majority of votes cast; for example, Stephen J. Squeri received 564,696,146 votes for and 29,681,357 against. The ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2022 drew 638,940,663 votes for (98.38%) and 10,490,963 against, and the advisory vote on executive compensation drew 566,462,109 for (95.61%). The shareholder proposal on independent board chairman drew 132,054,164 for (22.20%) and 462,758,910 against (77.79%). Kristina V. Fink, Corporate Secretary, signed it on May 4, 2022.

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“AMERICAN EXPRESS COMPANY Form 8-K (May 4, 2022).” Original at www.sec.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/sec-axp-8-k-filed2022-05-04-0000004962-22-000030-882bda054a/, SHA-256 8ab7ae682a633d887edbe850ffb58efb813c657411b122cdaca82ecc86b14c63.

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 4, 2022 ( May 3, 2022 )

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 3, 2022. 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 2-4, 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 | 474,033,987 | 121,378,514 | 566,519 | 53,833,618
Charlene Barshefsky | 584,659,884 | 10,827,262 | 491,874 | 53,833,618
John J. Brennan | 591,017,498 | 4,391,048 | 570,474 | 53,833,618
Peter Chernin | 546,498,637 | 48,643,326 | 837,057 | 53,833,618
Ralph de la Vega | 592,138,818 | 3,214,526 | 625,676 | 53,833,618
Michael O. Leavitt | 583,105,402 | 12,055,780 | 817,838 | 53,833,618
Theodore J. Leonsis | 570,551,344 | 24,618,491 | 809,185 | 53,833,618
Karen L. Parkhill | 594,212,117 | 1,290,461 | 476,442 | 53,833,618
Charles E. Phillips | 592,048,919 | 3,312,380 | 617,721 | 53,833,618
Lynn A. Pike | 592,792,907 | 2,685,445 | 500,668 | 53,833,618
Stephen J. Squeri | 564,696,146 | 29,681,357 | 1,601,517 | 53,833,618
Daniel L. Vasella | 576,830,349 | 18,317,147 | 831,524 | 53,833,618
Lisa W. Wardell | 589,607,030 | 5,877,228 | 494,762 | 53,833,618
Christopher D. Young | 583,148,389 | 11,982,251 | 848,380 | 53,833,618

All 14 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 2022 were as follows:

VOTES FOR | % FOR | VOTES AGAINST | % AGAINST | ABSTENTIONS | BROKER NON-VOTES
638,940,663 | 98.38% | 10,490,963 | 1.61% | 381,012 | —

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

VOTES FOR | % FOR | VOTES AGAINST | % AGAINST | ABSTENTIONS | BROKER NON-VOTES
566,462,109 | 95.61% | 25,952,699 | 4.38% | 3,564,212 | 53,833,618

4. Votes on a shareholder proposal relating to independent board chairman was as follows:

VOTES FOR | % FOR | VOTES AGAINST | % AGAINST | ABSTENTIONS | BROKER NON-VOTES
132,054,164 | 22.20% | 462,758,910 | 77.79% | 1,165,946 | 53,833,618

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

Date: May 4, 2022

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