PRELIMINARY COPY, SUBJECT TO COMPLETION
DATED MARCH 30, 2009
PROXY STATEMENT OF PETER LINDNER
IN CONNECTION WITH THE
2009 ANNUAL MEETING OF STOCKHOLDERS OF
AMERICAN EXPRESS COMPANY
INTRODUCTION
This Proxy Statement (the "Proxy Statement") and the accompanying form
of Proxy are being furnished by Peter Lindner ("Mr. Lindner") to the
stockholders (the "Stockholders") of American Express Company (the
"Company" or "Amex") in connection with his solicitation of proxies to
be voted at the Company's 2009 Annual Meeting of Stockholders (the
"Annual Meeting"). The Company has announced that the Annual Meeting
will be held on Monday, April 27, 2009, at 10:00 a.m. Eastern Time
local time at:
American Express Company
200 Vesey Street, 26th floor
New York, New York 10285
This Proxy Statement and form of Proxy are being mailed to Stockholders
on or about April 10, 2009.
REASON FOR SHAREHOLDER PROPOSAL AND MR. LINDNER'S RUN FOR DIRECTOR
Mr. Lindner is soliciting proxies from fellow Stockholders and fellow
former Employees to elect Mr. Lindner to the Board of Directors of the
Company (the "Board") at the Annual Meeting. Mr. Lindner is asking
Stockholders to enact a Shareholder Proposal (the "Proposal") on
revising Amex's Code of Conduct (the "Code"). Sometimes (and Mr.
Lindner has been wrong about this in the past), there is a new wave
sweeping across the country for a revision of ethics. Mr. Lindner
wishes Amex to lead the country in having a good code of conduct,
rather than have incidents occur periodically that cause pain,
embarrassment, and social/financial disorder - which has happened in
the US Congress and in companies such as Enron.
Please note that Amex told the SEC that this proposal is "ordinary
business" and thus should not be voted on by the Shareholders. This is
quite untrue, since it is a rarity for any body (government or
corporation) to ask for the Truth and give a blanket amnesty for
telling it. And then firing those who do not tell the truth. Well,
lesser forms of punishment for lesser infractions.
In order to make this document acceptable to challenges from the SEC
and from Amex, this proxy has too much additional information, for
which Mr. Lindner apologizes.
THE TEXT OF THE SHAREHOLDER ETHICS PROPOSAL
Amend Amex's Employee Code of Conduct ("Code") to include mandatory
penalties for non-compliance, the precise scope of which shall be
determined after an independent outside compliance review of the Code
conducted by outside experts and representatives of Amex's board,
management, employees and shareholders. This shall include a Truth
Commission, patterned after the Truth Commissions used in South Africa
to end Apartheid, for instance (which runs 70 pages).
REASONS FOR BRINGING SUCH BUSINESS TO THE ANNUAL MEETING
Personal experience and anecdotal evidence show that the Code has been
breached and not enforced. Rather, management (VP and above) regard the
Code as nothing more than mere Sarbanes-Oxley (SOX) compliance (see
paragraph below on quotes about SOX; Amex has filed its Code with the
Securities and Exchange Commission SEC for many years.) This lack of
adherence to basic principles of conduct erodes confidence in the
Company, has affected or will affect the market price of the Company's
shares, and warrants attention from the shareholders. Also below
(after quotes) is the chronology of Amex's (in varying degrees of
successfulness) of preventing this issue from being discussed with the
Shareholders.
QUOTES FROM OTHER SOURCES ON SOX AND ETHICS AND SEC
"Sarbanes-Oxley and businesses work together to increase the overall
integrity and ethics in business. The act came in the wake of a series
of corporate financial scandals, including those affecting Enron, Tyco
International, and WorldCom (now MCI). The law is named after sponsors
Senator Paul Sarbanes (D-MD) and Representative Michael G. Oxley (R-
OH). It was approved by the House by a vote of 423-3 and by the Senate
99-0."
http://www.globalethicsuniversity.com/sarbanes-oxley-compliance.php
"The following is a brief list of selected cooperate governance
rulemaking by the SEC, NYSE and NASDAQ. Companies covered by these
regulatory bodies are required to:
* Adopt a Code of Ethics applicable to specific officers
* Adopt a Code of Conduct applicable to all directors, officers and
employees
* Create an environment that encourages employees to report violations
* Adopt procedures that allow employees a confidential and anonymous
process for submitting concerns
* Adopt procedures that facilitate the effective operation of the code
* Protect individuals from retaliation who report violations of the
code of conduct "
http://www.kenexa.com/Solutions/Survey/SarbanesOxleyCompliance.aspx
DETAILS ON AMEX ATTEMPTS TO STOP COMMUNICATIONS TO SHAREHOLDERS
American Express ("Amex") went to Federal Court to stop Mr. Lindner
from communicating with shareholders by doing the following:
1. Amex got a Federal Judge (a Magistrate Judge) in the Southern
District of New York (SDNY) to prohibit Mr. Lindner from attending the
Amex April 2007 Shareholder Meeting.
2. Amex got the same SDNY Judge to prevent Mr. Lindner from
communicating with the SEC (Securities and Exchange Commission).
3. Amex tried to get Mr. Lindner to get the SEC to withdraw his
March 2007 SEC preliminary filing (#0001394849-07-000002) to have a
Shareholder Proposal and for running for the Amex Board. The SEC said
that any filing made cannot be retracted, as it is instantaneously
place on computers all over the world.
4. Amex got the Judge to stop Mr. Lindner from communicating with
the SEC.
5. Amex got the Judge to have Mr. Lindner remove his April 2007
website completely, via an ex parte conference call with the Judge, Mr.
Lindner, and Mr. Lindner's lawyer (and without Amex).
6. Amex gave a promise in open court to make a written contract
outlining these restrictions, but then got the Judge to allow Amex to
not make the contract in writing, and then enforce the "verbal"
contract. This is noteworthy, since the written contract would have
included the terms of the June 2000 Amex-Lindner contract [attached as
PDF - see page 14 of 16, paragraph 20 - in PACER (a public access to
the Court system) as Document 17 Filed 12/20/2006], which gave Mr.
Lindner 21 days to show the terms of the contract to a lawyer, and 7
days after signing the contract to revoke it. However, by not putting
the contract in writing, Amex was able to enforce the contract without
allowing Mr. Lindner to revoke it or "sign and revoke" the contract.
Amex was (and still is) represented by the law firm of Kelley Drye &
Warren LLP.
7. Amex got the Magistrate Judge to prohibit Mr. Lindner from asking
questions at the 2007 Meeting.
8. The April 2007 Meeting passed without Mr. Lindner's being able to
attend, since it would have been in Contempt of Court if Mr. Lindner
went to the Meeting.
9. Mr. Lindner spent $20,000 in legal fees to get a higher federal
SDNY Judge (a US District Judge) to invalidate the restrictions on Mr.
Lindner, with one major exception: The Court kept the restriction that
Mr. Lindner can not reveal the contents of the Contract, nor can Mr.
Lindner reveal the transcript of the "open Court" session where the
alleged oral agreement is discussed. That transcript
"LindnervAmEx032907.pdf" has been sealed by the Magistrate Judge at
Amex's request, and remains sealed.
10. For the record, the US District Judge ruled that Amex "failed to
establish ... the existence of a binding oral settlement agreement."
This is in his 24 page decision of May 31 2007, which is publicly
available on PACER (included here as a PDF, Document 51 Filed
06/05/2007) and should be on the website mentioned in this Proxy and
Shareholder Proposal statement. In other words, Amex had no right in
April 2007 to stop Mr. Lindner from filing with the SEC nor from
attending the April 2007 Shareholders' Meeting.
11. Amex also attempted (but did not succeed) to stop Mr. Lindner
from speaking at the upcoming Amex April 2009 Shareholder Meeting.
Amex's reasoning was "American Express CEO, Kenneth Chenault, presides
over the shareholders meetings and ... Mr. Lindner may ... either
directly or indirectly, discuss his claims against Defendants [Amex]
with Mr. Chenault."
12. But the SDNY Magistrate Judge ruled "The Court will not place
restrictions on Mr. Lindner's speech at a shareholders' meeting.
Counsel can be present and can adverse her client [Mr. Kenneth
Chenault] at that time. Any communications with the Board of Directors
must be in writing and sent through Defendants' counsel. So Ordered.
3/12/09."
13. Interestingly enough, Amex claimed in 2007 that Amex had an oral
agreement to settle Mr. Lindner's suit and thus Mr. Lindner had
willingly agreed to these restrictions. However, two years later now in
2009 when there clearly was and is no agreement between Amex and Mr.
Lindner, Amex again attempted to stop Mr. Lindner from communicating
with the SEC. This time, the SDNY Magistrate Judge ruled "The Court has
placed no restrictions on Plaintiff's [Mr. Lindner's] communications
with the SEC. So Ordered.".(attached as Document 143 Filed 03/23/2009)
This proxy filing is written in the spirit of that Magistrate Judge's
order that there are "no restrictions" on communication with the SEC.
14. It is a tough job to bring a shareholder's proposal. Mr. Lindner is
single (not married) and has no children, but if either of these
conditions were not true (e.g. married with children) then Mr. Lindner
would have been discouraged by his spouse or the needs of his children
from continuing this (4 years and counting) battle against a
multinational firm, such is Amex. This previous statement is
hypothetical, but still within the realm of reality.
15. Moreover, Mr. Lindner submitted his 500-word Shareholder Proposal
prior to Jan 1 2009 (see PDF of letter to Secretary of the Corporation
Stephen Norman of December 30 2009) where Mr. Lindner states that he
wishes "to cooperate with the Board in making any changes to the
proposal that would make it amenable to them" (cover letter, paragraph
1), yet Amex wrote the SEC that the vagueness (see page 8 of 37 page
letter of Jan 22 2009) of the 500 word Proposal:
"The Proposal at hand is inherently vague and indefinite because
it fails to define critical terms or otherwise provide guidance
as to how it should be implemented. No definition of "outside
experts" is provided, for example, and no explanation is given as
to how such experts would be selected. Likewise, the Proposal
contains no elaboration of the process whereby "representatives
of Amex's board, management, employees and shareholders" will be
chosen, nor does it make clear how the distinction between these
overlapping groups will be drawn."
Mr. Lindner was constrained by Amex's bylaws to 500 words, and Mr.
Lindner noted he would make changes. For the record, this proxy is
5,000 words long (without attachments).
16. Amex also states to the SEC that this Shareholder Proposal is a
redress of a personal claim. Actually, it is comparable to saying the
Civil Rights Act of 1964 gives redress of person's right (e.g. Rosa
Parks) to sit on a bus. The issue is true: Mr. Lindner was wronged,
however, it was not for a mere violation of Federal Law, but also for
breach of a written contract. The case with Mr. Lindner is clear-cut in
that if the Amex participants had written a memo, this alone would have
solved the matter. It took Mr. Lindner 3 years to get the handwritten
note DEF00370 from Amex's investigating attorney. (Amex has declined to
release that document.) If the Code of Conduct can not solve such a
clear case, then it is likely that a non-contract case would be harder
to prove. So, Mr. Lindner decided that it was worth his personal
aggravation and a substantial part of his money to fight the good
fight, which hopefully would uncover other Amex people who have been
wronged in the past, and in the future stop others from having to fight
and possibly lose this same battle (and possibly losing for lack of
resources: money, psychological support, ability to write, to use the
PC and fear of being ostracized).
For the record, the Civil Rights Act of 1964 was designed to help
African-Americans, but was changed to help women and whites, too (see
Wikipedia). Mr. Lindner is white, but that law was used to help him,
since title VII of the Civil Rights Act of 1964 says "employee" covers
former employees also, as ruled by a unanimous 1997 Supreme Court
ruling. Mr. Lindner notes for the record that Mr. Lindner can walk
unassisted, yet slots cut into sidewalks to allow wheelchairs may yet
one day help me. Doing the right thing for a small class of people,
can sometimes help a much larger class of people in the future. Or to
use the more eloquent phrasing of Cardinal Roger Mahony in 1998
[original source perhaps Gandhi?]
"Any society, any nation, is judged on the basis of how it treats
its weakest members -- the last, the least, the littlest."
17. Amex complained to the Court that Mr. Lindner was speaking to the
Secretary of the Corporation Stephen Norman about being on the Board,
and got the Magistrate Judge to threaten to dismiss Mr. Lindner's suit
(attached Pacer Document 133 Filed 03/05/2009) if this happens again.
The Judge refers to an order of Nov 21 2008 (attached Document 93 Filed
11/21/2008), which bars Mr. Lindner from contacting Ms. Park's client,
which has now expanded from Qing Lin and Amex, to any employee of
American Express.
18. Look at all the documentation this proxy references just to make a
point: that Amex breached a written agreement, as well as violating a
federal law (EEOC), and fought against admitting it for several years
and tens of thousands of dollars, with 30 page letters and a hundred
court exhibits (yes, there are more). This proxy is technical and 13
pages long, and has approximately ten attachments of varying complexity
and subtlety.
19. Conclusion: Thus, the Amex Code ought to be revised to make it
easier for someone to correct an injustice, rather than expend all this
energy to win a matter that the Amex employees themselves have admitted
breaches of the June 2000 Amex-Lindner contract.
WHY YOU SHOULD ADD LINDNER TO THE BOARD OF DIRECTORS
* In Mr. Lindner's opinion, the current Code is beautiful to look at,
but not worth much in operational terms. Mr. Lindner believes there is
no stronger message that can be sent to The Company's Board and
management this year than dual approval of a shareholder resolution to
fix the Code and to install Mr. Lindner to ensure that this task is
done.
WHY YOU SHOULD VOTE FOR THE LINDNER SHAREHOLDER ETHICS PROPOSAL
* Sometimes transparency in words and deeds can have unexpected morale
and financial benefits. Your clear message in this election will
directly assist Mr. Lindner in convincing the directors that a change
in the Code is long overdue. Mr. Lindner believes this will be the
shortest path to the restoration of shareholder value and the
realization of The Company's promise of ethical behavior. Amex trusts
its customers to give their word and stand by it, and billions of
dollars are made on that premise. It would be hypocrisy at best for
Amex to give its word, yet not carry it out.
*Mr. Lindner has first hand knowledge of The Company's technology and
of its operations and its culture. Mr. Lindner has spent nine years
working at American Express, Travel Related Services (TRS), and Amex
Bank. His resume (and much more detail) is on the website:
www.AmexTruth.com
(It stands for Amex Truth commission - the shareholder proposal to
investigate whether Amex has a few or has many incidents of where the
Amex Code of Conduct has been violated.)
Mr. Lindner has handled mailings, reviewed credit histories of the
millions of cardmembers, and potential c/m's, as well as work with
mathematical modeling, risk management, securitization of our
portfolio, modernization of the Banking system, and has even helped
(with his manager/director) save a key product line by showing its
viability/profitability.
*
*
THIS SOLICITATION IS BEING MADE BY MR. LINDNER AND NOT ON BEHALF OF THE
BOARD
Mr. Lindner is a former Senior Manager of the Company. He is an
experienced computer programmer, modeler, database marking specialist -
and is literate.
PLEASE DISREGARD ANY PROXY CARD YOU RECEIVE FROM THE COMPANY. MR.
LINDNER ENCOURAGES YOU TO RETURN ONLY THE ENCLOSED [Tan? COLOR??] PROXY
CARD.
RECOMMENDATIONS IF LINDNER IS ELECTED
If elected, Mr. Lindner plans to make the following recommendations to
the Board, which Mr. Lindner believes are in the best interests of the
Company and its Stockholders:
* Work closely with the various stakeholders at Amex - the
shareholders, the employees, the customers and the vendors - to get
reasonable solutions to the ethical demands in a modern business.
Ethics is the fancy way of saying doing right when personal gains may
say to choose a different path. Lies, pandering, obfuscation,
hypocrisy - why these are the very things that the Securities and
Exchange Acts sought to get rid of in the 1930's, and from those
beginnings, a strong NY Stock Exchange was created, to the envy of the
world. We can make money and not lose our morality or ethics. Mr.
Lindner is actually saying that perhaps we will make more money with
ethical conduct than by not having ethics.
* Thoroughly investigate all instances of ethical quandaries faced by
Amex over the last fifteen years. Some people say there is nothing to
be done, but Mr. Lindner says that others have faced greater problems
than dealing with the ethics of an already pretty good company. Getting
rid of slavery for one (okay, that was 150 years ago), resolving death
squads and apartheid by having Truth Commissions, handling sexual
improprieties in the US Congress, balancing the rights of poor and
wealthy citizens.
Let us go the extra distance and make American Express's Code of
Conduct a document to be proud of, which reflects the honest
aspirations of its best employees, its worthy management and directors,
and of course its shareholders who care for these concerns and more.
Mr. Lindner asks for your vote for Director in Amex's Board and for the
Shareholder Proposal to revise the Code of Conduct in the coming year
in an open and honest fashion, using the best minds of not just Amex's
constituents, but also of scholars, academics, business leaders and
politicians.
This will be a Code of Conduct that can work in the 21st century. No
more will the powerful Amex fight just people who are racist and who do
not pay their bills, but also chide and penalize those who break the
honest standards set by the Company. This will not be like Enron, where
Ken Lay allowed a transgression by a "top performer," thus abandoning
his supposed ethics. The film "Enron: The Smartest Guys in the Room
[2005]" details how this path led to Enron's ruin, and that of its
hardworking employees, the community, and many hapless investors.
EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY CHANGE YOUR VOTE AT
ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED PROXY WITH A
LATER DATE TO _____________________ AT THE ADDRESS ON THE BACK COVER.
NOMINEE FOR DIRECTOR GENERAL
The by-laws of the Company provide that the exact number of directors
shall be fixed by resolution of the Board. According to public
information, the Board currently consists of ten members having one-
year terms.
THE LINDNER NOMINEE
The information below concerning age and principal occupation has been
furnished by Peter Lindner
NAME AGE PRINCIPAL OCCUPATION
Peter Lindner 59 Computer Programmer
Mr. Lindner is currently an employee of Time Warner Cable Company in
NYC, and has been at TWC since 2007. (This month, March 2009, TWC
became a separate company from Time Warner.) He programs in SAS (a
Statistical Analysis System used among many companies, including
American Express and IBM), and Excel, among other computer languages.
Mr. Lindner has been a professional computer person for over 35 years,
a SAS programmer for 25 years, and an Excel programmer/user for 15
years.
In between 2003 and 2007, Mr. Lindner worked as an independent
consultant, after being laid off from IBM in 2003. In the past fifteen
years, Mr. Lindner's specialty has been statistical programming, risk
management, direct mail, and systems analysis.
Mr. Lindner joined The Company (American Express) in 1990, worked in
American Express Travel Related Services, then American Express Bank
Headquarters in NYC, and then back to TRS for Risk Management. Mr.
Lindner helped with various models, including working with his manager
to create Amex's first Bankruptcy Model, which became operational even
at its early stages, and was later productionized with a team of
consultants into its current form. Mr. Lindner used Continuous Process
Improvement (CPI) to build a small reporting system into a quickly
responsive production system of 90+ measures of credit card performance
- this latter lead to saving the Optima card which was to have been
killed by conventional average losses. The reporting system showed that
the losses were less each year, and were now positive with its learning
curve (a slight reference to this was made in Amex's Annual Report).
Mr. Lindner has two degrees from the Massachusetts Institute of
Technology (MIT), both undergraduate and from their business school,
with a concentration in both finance and management information
systems.
Peter Lindner
DATE OF TRANSACTION AMOUNT OF COMMON SHARES PURCHASED (P) / SOLD (S)
1990- 1998 800* (P)
*approximately
PETER LINDNER RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF
PETER LINDNER
LISTED BELOW AND IN FAVOR OF
THE ETHICS PROPOSAL
AND NOT RETURN THE COMPANY'S PROXY CARD TO THE COMPANY AND NOT VOTE IN
FAVOR OF THE NOMINEES OF THE COMPANY.
QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE ENCLOSED [COLOR??]
PROXY CARD SHOULD BE DIRECTED TO:
_______________________
________________________,
______________________
CALL 1-212-979-9647 ____________
VOTING Based on public information, the Board has fixed the close of
business on Febuary 27, 2009 as the record date for the determination
of the Stockholders entitled to notice of and to vote at the Annual
Meeting. Based the latest available public information, there were
approximately 1,160 million shares of common stock outstanding on March
2009. The holders of a majority of such shares, represented in person
or by proxy, shall constitute a quorum at the Annual Meeting. A quorum
is necessary before business may be transacted at the Annual Meeting
except that, even if a quorum is not present, the Stockholders present
in person or by proxy shall have the power to adjourn the meeting from
time to time until a quorum is present. Each Stockholder entitled to
vote shall have the right to one vote for each share of common stock
outstanding in such Stockholder's name. Directors are to be elected by
a plurality of the votes cast at the Annual Meeting. With respect to
any other matter that may properly be brought before the Annual
Meeting, the affirmative vote of a majority of the votes cast by
Stockholders entitled to vote thereon is required to take action,
unless a greater percentage is required either by law or by the
Company's certificate of incorporation or by-laws. In determining the
number of votes cast with respect to any voting matter, only those cast
"for" or "withhold authority" are included. Abstentions will be
considered present and entitled to vote at the Annual Meeting but will
not be counted as votes cast. Accordingly, abstentions will have no
effect on the vote. Similarly, where brokers submit proxies but are
prohibited and thus refrain from exercising discretionary authority in
voting shares on certain matters for beneficial owners who have not
provided voting instructions with respect to such matters (commonly
referred to as "broker non-votes"), those shares will be considered
present and entitled to vote at the Annual Meeting but will not be
counted as votes cast as to such matters and thus will have no effect
on the vote. Execution and return of the enclosed [COLOR??] Proxy Card
will not affect a Stockholder's right to attend the Annual Meeting and
vote in person. Any Stockholder that executes and returns a Proxy Card
has the right to revoke it by giving notice of revocation to the
Secretary of the Company at any time before the Proxy is voted.
Unless contrary instructions are indicated on the enclosed [COLOR??]
Proxy Card, all shares of common stock represented by valid Proxies
received pursuant to this solicitation (which have not been revoked as
described above) will be voted
(a) FOR the election of Peter Lindner, and
(b) in favor of the Lindner
shareholder proposal to revise the Amex Code of Conduct and
(c) to vote against a director at the discretion of the Proxy holder(s),
on such other business as may properly come before the Annual Meeting,
including any adjournment(s) or postponements(s) thereof.
IF YOU WISH TO VOTE FOR PETER LINDNER, YOU MUST EXECUTE AND RETURN THE
ENCLOSED [COLOR??] PROXY CARD AND SHOULD NOT EXECUTE OR RETURN THE
COMPANY'S PROXY CARD.
DO NOT RETURN ANY PROXY CARD OTHER THAN THE [COLOR??] PROXY CARD. IF
YOU RETURN MORE THAN ONE PROXY CARD THERE IS A RISK THAT YOUR SHARES
WILL NOT BE VOTED AS YOU DESIRE, BECAUSE ONLY THE LATEST DATED PROXY
CARD YOU SUBMIT COUNTS.
EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY CHANGE YOUR VOTE AT
ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED PROXY WITH A
LATER DATE TO ______________________ AT THE ADDRESS ON THE BACK COVER.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK OR
NOMINEE ON THE RECORD DATE, ONLY IT CAN VOTE YOUR SHARES AND ONLY UPON
RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE
INSTRUCTIONS FOR YOUR SHARES TO BE VOTED ON THE [COLOR??] PROXY CARD
FOR PETER LINDNER.
YOUR VOTE AT THIS YEAR'S ANNUAL MEETING IS ESPECIALLY IMPORTANT.
PLEASE SIGN AND DATE THE ENCLOSED [COLOR??] PROXY CARD AND RETURN IT IN
THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY.
INFORMATION CONCERNING PERSONS WHO MAY SOLICIT PROXIES Under the
applicable regulations of the Securities and Exchange Commission, Mr.
Lindner is deemed to be a "participant" in our solicitation of proxies.
The name, business address and principal occupation of each of Mr.
Lindner appears earlier in this Proxy Statement.
Except as described in this Proxy Statement, neither the Participant
nor any of his respective affiliates or associates (together, the
"Participant Affiliates"), (i) directly or indirectly beneficially owns
any securities of the Company or of any subsidiary of the Company or
(ii) has had any relationship with the Company in any capacity other
than as a Stockholder, with the exception of the lawsuit filed in
Federal Court mentioned in the Shareholder Proposal. Furthermore,
except as described in this Proxy Statement, neither the Participant
nor any Participant Affiliate is a party to any transaction or series
of transactions since January 1, 2006, or has knowledge of any
currently proposed transaction or series of transactions, (i) to which
the Company or any of its subsidiaries was or is to be a party, (ii) in
which the amount involved exceeds $60,000, and (iii) in which the
Participant or Participant Affiliate had or will have, a direct or
indirect material interest. Except as described in this Proxy
Statement, neither the Participant nor any Participant Affiliate has
entered into any agreement or understanding with any person respecting
any (i) future employment by the Company or its affiliates or (ii) any
transactions to which the Company or any of its affiliates will or may
be a party. Except as described in this Proxy Statement, there are no
contracts, arrangements or understandings by the Participant or
Participant Affiliates within the past year with any person with
respect to any capital stock of the Company.
COST AND METHOD OF SOLICITATION
Mr. Lindner will bear the cost of this solicitation. While no precise
estimate of this cost can be made at the present time, we currently
estimate that we collectively will spend a total of approximately
$5,000 for our solicitation of proxies, including expenditures for
attorneys, solicitors and advertising, printing, transportation and
related expenses. As of April 1 2009, we have incurred proxy
solicitation expenses and legal expenses of approximately $10,000.
We expect to seek reimbursement from the Company for our expenses in
connection with this solicitation. In addition to soliciting proxies by
mail, proxies may be solicited in person or by telephone, telecopy, e-
mail or the Internet. We will also reimburse brokers, fiduciaries,
custodians and other nominees, as well as persons holding stock for
others who have the right to give voting instructions, for out-of-
pocket expenses incurred in forwarding this Proxy Statement and related
materials to, and obtaining instructions or authorizations relating to
such materials from, beneficial owners of Company capital stock. We
will pay for the cost of these solicitations, but these individuals
will receive no additional compensation for these solicitation
services. We have retained the proxy solicitation firm of ADP at
customary fees, plus reasonable out-of-pocket expenses, to participate
in the solicitation of proxies and revocations, up to $1,000. We also
have agreed to indemnify _________________ against certain liabilities
and expenses.
We estimate that no employees of American Express will be involved in
the solicitation of proxies on my behalf, since American Express has
successfully filed in Federal Court to stop communication between Mr.
Lindner and any employee of American Express, and has further required
that there be no oral communication but if there is written
communication, it must be censored and passed through American
Express's attorney (the firm of Kelley Drye & Warren LLP).
ADDITIONAL INFORMATION
Certain information regarding common stock held by the Company's
directors, nominees, management and 5% stockholders is contained in the
Company's proxy statement and is incorporated herein by reference.
Information concerning the date by which proposals of security holders
intended to be presented at the next annual meeting of stockholders of
the Company must be received by the Company for inclusion in the
Company's proxy statement and form of proxy for that meeting is also
contained in the Company's proxy statement and is incorporated herein
by reference. We assume no responsibility for the accuracy or
completeness of any information contained herein which is based on, or
incorporated by reference to, the Company's proxy statement.
PETER LINDNER
[revised March 30, 2009]
IMPORTANT
PLEASE REVIEW THIS DOCUMENT AND THE ENCLOSED MATERIALS CAREFULLY. YOUR
VOTE IS VERY IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES OF COMMON
STOCK YOU OWN.
1. If your shares are registered in your own name, please sign, date
and mail the enclosed [COLOR??] Proxy Card to _____________________. in
the postage- paid envelope provided today.
2. If you have previously signed and returned a proxy card to American
Express., you have every right to change your vote. Only your latest
dated card will count. You may revoke any proxy card already sent to
American Express Inc. by signing, dating and mailing the enclosed
[COLOR??] Proxy Card in the postage-paid envelope provided.
Any proxy may be revoked at any time prior to the 2009 Annual Meeting
by sending a new proxy card to ________________________ or the
Secretary of American Express, Inc., or by voting in person at the 2009
Annual Meeting.
3. If your shares are held in the name of a brokerage firm, bank
nominee or Other institution, only it can sign a [COLOR??] Proxy Card
with respect to your shares and only after receiving your specific
instructions. Accordingly, please sign, date and mail the enclosed
[COLOR??] Proxy Card in the postage- paid envelope provided, and to
ensure that your shares are voted, you should also contact the person
responsible for your account and give instructions for a [COLOR??]
Proxy Card to be issued representing your shares.
4. After signing the enclosed [COLOR??] Proxy Card do not sign or
return the Company's proxy card unless you intend to change your vote,
because only your latest dated proxy card will be counted.
If you have any questions about giving your proxy or require
assistance, please call Mr. Lindner at
____________________________ 1-212-979-9647
Moreover, the website mentioned above: www.AmexTruth.com
will have additional documents, evidence, transcripts, etc, subject
only to what Amex can get the Court to disallow, as Amex has tried in
the past (and succeeded in April 2007) to stop Mr. Lindner from both
attending and speaking at the Shareholder Meeting despite Mr. Lindner
owning about $80,000 of Amex voting shares, and has tried again this
year as late as March 2009 to stop Mr. Lindner from speaking at the
April 2009 Annual Shareholders Meeting in NYC(details above and upon
request).
IN OPPOSITION TO THE BOARD OF DIRECTORS OF AMERICAN EXPRESS COMPANY
PROXY FOR THE 2009 ANNUAL MEETING OF STOCKHOLDERS THIS PROXY IS
SOLICITED ON BEHALF OF PETER LINDNER
The undersigned hereby appoints Peter Lindner as proxy for the
undersigned with full power of substitution, to vote all shares of
beneficial interest of American Express, Inc. (the "Company") which the
undersigned is entitled to vote at the Company's 2009 Annual Meeting of
Stockholders, and any postponements or adjournments thereof, hereby
revoking all prior proxies, on the matters set forth below as follows:
PETER LINDNER RECOMMENDS A VOTE FOR SHAREHOLDER ETHICS PROPOSAL
[perhaps? shareholder proposal number 5]. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED. IF A CHOICE IS NOT
SPECIFIED, THE PROXY WILL BE VOTED FOR THE NOMINEE LISTED BELOW.
[X] Please mark your votes with X as in this example.
1. Election of Peter Lindner as Director whose term expires in 2008:
[ ]FOR nominee (except as marked below) [ ]FOR Shareholder Ethics
Proposal (except as marked below)
* WITHHOLD AUTHORITY for all nominees * FOR AUTHORITY for CERTAIN
nominees
(INSTRUCTION: To withhold authority to vote for one or more nominees,
mark FOR above and print the name(s) of the person(s) with respect to
whom you wish to withhold authority OR for other nominees in the space
provided below.)
____________________________________________________
____________________________________________________
2. To act upon any other matters that may properly come before the
meeting.
PLEASE MARK YOUR VOTES (ON REVERSE SIDE), SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. Please
sign exactly as your name appears on this Proxy. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name
by the authorized person. Date: April ________, 2009
______________________________
Signature of Stockholder
_______________________________
Signature of Stockholder
Dates Referenced Herein and Documents Incorporated By Reference This
PREC14A Filing
This is version 2, with major changes denoted by changed text .
Minor changes have not been marked, for clarity.
Date March 30, 2009