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 11, 2015
 
 
  
 
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
 
 
  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 11, 2015.  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 2-8, 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
  
Charlene Barshefsky
    
723,462,488
      
59,074,914
      
6,688,883
      
89,459,148
  
Ursula M. Burns
    
767,368,566
      
15,182,944
      
6,674,775
      
89,459,148
  
Kenneth I. Chenault
    
759,219,840
      
22,261,529
      
7,744,916
      
89,459,148
  
Peter Chernin
    
773,886,351
      
7,903,282
      
7,436,652
      
89,459,148
  
Anne Lauvergeon
    
769,481,458
      
12,424,178
      
7,320,649
      
89,459,148
  
Michael O. Leavitt
    
779,692,373
      
2,178,975
      
7,354,937
      
89,459,148
  
Theodore J. Leonsis
    
777,824,215
      
4,688,700
      
6,713,370
      
89,459,148
  
Richard C. Levin
    
780,678,272
      
1,822,817
      
6,725,196
      
89,459,148
  
Samuel J. Palmisano
    
776,643,863
      
5,856,089
      
6,726,333
      
89,459,148
  
Daniel L. Vasella
    
779,357,620
      
3,154,735
      
6,713,930
      
89,459,148
  
Robert D. Walter
    
772,970,027
      
9,544,806
      
6,711,452
      
89,459,148
  
Ronald A. Williams
    
774,653,721
      
7,847,298
      
6,725,266
      
89,459,148
  

All 12 of the Company's nominees for director received over a majority of votes cast.
 
 
 
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 2. Votes regarding ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2015 were as follows:

VOTES FOR
    
% FOR
    
VOTES AGAINST
    
% AGAINST
    
ABSTENTIONS
    
BROKER NON-VOTES
  
 
867,773,598
      
99.53%
 
    
4,106,193
      
0.47%
 
    
6,805,642
      
-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
  
 
753,502,970
      
96.49%
 
    
27,430,516
      
3.51%
 
    
8,292,799
      
89,459,148
  

 
4. Votes on a shareholder proposal relating to annual disclosure of EEO-1 data were as follows:

VOTES FOR
    
% FOR
    
VOTES AGAINST
    
% AGAINST
    
ABSTENTIONS
    
BROKER NON-VOTES
  
 
180,866,867
      
24.68%
 
    
551,878,634
      
75.32%
 
    
56,480,784
      
89,459,148
  

 
5. Votes on a shareholder proposal relating to report on privacy, data security and government requests were as follows:

VOTES FOR
    
% FOR
    
VOTES AGAINST
    
% AGAINST
    
ABSTENTIONS
    
BROKER NON-VOTES
  
 
159,656,419
      
21.74%
 
    
574,588,907
      
78.26%
 
    
54,980,959
      
89,459,148
  

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

VOTES FOR
    
% FOR
    
VOTES AGAINST
    
% AGAINST
    
ABSTENTIONS
    
BROKER NON-VOTES
  
 
274,065,058
      
35.27%
 
    
502,975,613
      
64.73%
 
    
12,185,614
      
89,459,148
  

 
7. Votes on a shareholder proposal relating to lobbying disclosure were as follows:

VOTES FOR
    
% FOR
    
VOTES AGAINST
    
% AGAINST
    
ABSTENTIONS
    
BROKER NON-VOTES
  
 
159,932,787
      
21.55%
 
    
582,104,993
      
78.45%
 
    
47,188,505
      
89,459,148
  

 
8. Votes on a shareholder proposal relating to independent board chairman were as follows:

VOTES FOR
    
% FOR
    
VOTES AGAINST
    
% AGAINST
    
ABSTENTIONS
    
BROKER NON-VOTES
  
 
123,091,541
      
15.75%
 
    
658,435,277
      
84.25%
 
    
7,699,467
      
89,459,148
  



 
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Item 8.01  Other Events
         
On May 12, 2015, the Company issued a press release announcing the authorization to repurchase up to 150 million shares of its common stock, from time to time, subject to market conditions and the Federal Reserve's non-objection of the Company's capital plans, and an increase to the quarterly dividend on its common stock from $0.26 per share to $0.29 per share. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits
     
(d) Exhibits

99.1 Press release of American Express Company, dated May 12, 2015, announcing the authorization to repurchase up to 150 million shares of its common stock and an increase to the quarterly dividend.


 
-4-

 
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 12, 2015
 
 
-5-

EXHIBIT INDEX
Exhibit
Description
99.1
Press release of American Express Company, dated May 12, 2015, announcing the authorization to repurchase up to 150 million shares of its common stock and an increase to the quarterly dividend.



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