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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