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 2, 2016

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:

  ☐
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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) At the annual meeting of shareholders of American Express Company (the “Company”) held on May 2, 2016 (the “Annual Meeting”), the shareholders of the Company approved the adoption of the American Express Company 2016 Incentive Compensation Plan (the “2016 Plan”). The 2016 Plan is effective as of May 2, 2016 and replaces for future grants the American Express Company 2007 Incentive Compensation Plan.

The 2016 Plan authorizes the issuance of 17.5 million common shares of the Company, having a par value of $0.20 per share, and permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance grants, dividend equivalents and other cash and equity-based awards providing similar benefits to eligible employees, non-employee directors and others individuals performing services for the Company.

For a description of the principal terms of the Company’s 2016 Plan, see “Summary of 2016 Plan” under “Item 4 – Approval of American Express Company 2016 Incentive Compensation Plan” in the Company’s Proxy Statement dated March 21, 2016 for the Annual Meeting, which description is incorporated herein by reference.  A copy of the 2016 Plan is filed as Exhibit 10.1 to this report and is incorporated herein by reference.


Item 5.07    Submission of Matters to a Vote of Security Holders
 
(a) As noted above, the Company’s Annual Meeting was held on May 2, 2016. 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 other than item 4 below, where pursuant to New York Stock Exchange rules for shareholder approval of equity compensation plans, abstentions were counted as votes cast against the matter. For items 2-8, the percentages for and against each matter show all of the votes cast.


(b)

1.            Election of Directors.
 
   
VOTES FOR
   
VOTES AGAINST
   
ABSTENTIONS
   
BROKER NON-VOTES
 
Charlene Barshefsky
 
 
739,367,699
     
16,307,506
     
859,632
     
88,717,172
 
Ursula Burns
   
718,297,029
     
37,374,567
     
863,241
     
88,717,172
 
Kenneth Chenault
   
703,673,883
     
49,725,413
     
3,135,541
     
88,717,172
 
Peter Chernin
   
727,433,321
     
27,595,880
     
1,505,636
     
88,717,172
 
Ralph de la Vega
   
746,779,617
     
8,809,828
     
945,392
     
88,717,172
 
Anne Lauvergeon
   
738,203,890
     
16,555,653
     
1,775,294
     
88,717,172
 
Michael Leavitt
   
746,153,585
     
8,624,206
     
1,757,046
     
88,717,172
 
Theodore Leonsis
   
746,504,711
     
9,141,387
     
888,739
     
88,717,172
 
Richard Levin
   
746,902,667
     
8,690,359
     
941,811
     
88,717,172
 
Samuel Palmisano
   
731,790,698
     
23,306,304
     
1,437,835
     
88,717,172
 
Daniel Vasella
   
746,494,947
     
8,541,445
     
1,498,445
     
88,717,172
 
Robert Walter
   
720,283,176
     
34,680,734
     
1,570,927
     
88,717,172
 
Ronald Williams
 
 
728,554,441
     
27,106,157
     
874,239
     
88,717,172
 

All 13 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 2016 were as follows:
 
VOTES FOR
   
VOTES AGAINST
   
ABSTENTIONS
   
% FOR
   
% AGAINST
   
BROKER NON-VOTES
 
 
833,209,583
     
11,071,143
     
971,283
     
98.69%
 
   
1.31%
 
   
-0-
 

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

VOTES FOR
   
VOTES AGAINST
   
ABSTENTIONS
   
% FOR
   
% AGAINST
   
BROKER NON-VOTES
 
 
618,166,323
     
135,873,255
     
2,495,259
     
81.98%
 
   
18.02%
 
   
88,717,172
 

4.            Votes on the approval of the 2016 Plan were as follows:

VOTES FOR
   
VOTES AGAINST
   
ABSTENTIONS
   
% FOR
   
% AGAINST
   
BROKER NON-VOTES
 
 
716,661,281
     
38,276,610
     
1,596,946
     
94.73%
 
   
5.06%
 
   
88,717,172
 

5.            Votes on a shareholder proposal seeking annual disclosure of EEO-1 data were as follows:

VOTES FOR
   
VOTES AGAINST
   
ABSTENTIONS
   
% FOR
   
% AGAINST
   
BROKER NON-VOTES
 
 
179,246,506
     
558,268,585
     
19,019,746
     
24.30%
 
   
75.70%
 
   
88,717,172
 

6. Votes on a shareholder proposal seeking a report on privacy, data security and government requests were as follows:

VOTES FOR
   
VOTES AGAINST
   
ABSTENTIONS
   
% FOR
   
% AGAINST
   
BROKER NON-VOTES
 
 
161,880,856
     
574,835,976
     
19,818,005
     
21.97%
 
   
78.03%
 
   
88,717,172
 

7.            Votes on a shareholder proposal seeking action by written consent were as follows:

VOTES FOR
   
VOTES AGAINST
   
ABSTENTIONS
   
% FOR
   
% AGAINST
   
BROKER NON-VOTES
 
 
296,658,672
     
457,812,537
     
2,063,628
     
39.32%
 
   
60.68%
 
   
88,717,172
 

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

VOTES FOR
   
VOTES AGAINST
   
ABSTENTIONS
   
% FOR
   
% AGAINST
   
BROKER NON-VOTES
 
 
271,840,999
     
463,098,157
     
21,595,681
     
36.99%
 
   
63.01%
 
   
88,717,172
 


 
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Item 9.01    Financial Statements and Exhibits

(d)            Exhibits

10.1 American Express Company 2016 Incentive Compensation Plan.
 
 
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SIGNATURES

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 2,  2016

 






















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EXHIBIT INDEX
Exhibit
Description
10.1
American Express Company 2016 Incentive Compensation Plan.



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