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 7, 2018
 
 
  
 
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))
 
 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 the shareholders of American Express Company (the “Company”) was held on May 7, 2018.  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
 
Charlene Barshefsky
   
683,250,917
     
10,602,024
     
1,006,771
     
75,971,776
 
John J. Brennan
   
683,425,159
     
10,876,290
     
558,263
     
75,971,776
 
Peter Chernin
   
667,297,546
     
27,007,365
     
554,801
     
75,971,776
 
Ralph de la Vega
   
684,334,044
     
9,901,611
     
624,057
     
75,971,776
 
Anne Lauvergeon
   
690,515,078
     
3,806,189
     
538,445
     
75,971,776
 
Michael O. Leavitt
   
691,482,366
     
2,753,964
     
623,382
     
75,971,776
 
Theodore J. Leonsis
   
690,690,657
     
3,543,400
     
625,655
     
75,971,776
 
Richard C. Levin
   
690,123,209
     
4,090,744
     
645,759
     
75,971,776
 
Samuel J. Palmisano
   
683,556,446
     
10,738,697
     
564,569
     
75,971,776
 
Stephen J. Squeri
   
672,101,409
     
17,999,870
     
4,758,433
     
75,971,776
 
Daniel L. Vasella
   
691,458,639
     
2,764,161
     
636,912
     
75,971,776
 
Ronald A. Williams
   
669,694,329
     
24,521,813
     
643,570
     
75,971,776
 
Christopher D. Young
   
692,396,351
     
1,829,677
     
633,684
     
75,971,776
 

All 13 of the Company’s nominees for director received a plurality of votes cast.

 
 
-2-

 
 

 
 2.  Votes regarding ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018 were as follows:

VOTES FOR
   
% FOR
   
VOTES AGAINST
   
% AGAINST
   
ABSTENTIONS
   
BROKER NON-VOTES
 
 
760,838,307
     
98.77%
 
   
9,451,703
     
1.23%
 
   
541,478
     
-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
 
 
484,266,425
     
69.85%
 
   
208,990,041
     
30.15%
 
   
1,603,246
     
75,971,776
 

 
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
 
 
287,388,334
     
41.45%
 
   
405,880,108
     
58.55%
 
   
1,591,270
     
75,971,776
 

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

VOTES FOR
   
% FOR
   
VOTES AGAINST
   
% AGAINST
   
ABSTENTIONS
   
BROKER NON-VOTES
 
 
245,374,352
     
35.38%
 
   
448,068,117
     
64.62%
 
   
1,417,243
     
75,971,776
 

 
 
-3-

 



 
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/ Tangela Richter
 
 
 
Name: Tangela Richter
 
 
 
Title: Corporate Secretary
 
 
 
 
 
 



Date:  May 8, 2018
 
 



 
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