Summary
This 8-K filing from American Express Co. (AXP) details the outcomes of their annual shareholder meeting held on May 2, 2011. The primary focus for investors is the voting results on key corporate governance matters, including the election of directors, ratification of the independent auditor, and advisory votes on executive compensation and shareholder proposals. The election of directors proceeded under a plurality voting standard due to a contested nomination, however, all 13 of the company's nominees were elected, with each receiving a majority of votes cast. Shareholders also overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2011. Furthermore, a majority of shareholders advised in favor of an annual advisory vote on executive compensation, a recommendation the Board has accepted.
Key Highlights
- 1All 13 director nominees proposed by American Express were elected, despite a contested election scenario where plurality voting applied.
- 2Each of the company's director nominees received a majority of the votes cast.
- 3Shareholders overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as the company's independent auditor for 2011.
- 4A majority of votes cast were in favor of an advisory (non-binding) vote to approve executive compensation.
- 5Shareholders voted, on an advisory basis, to hold the executive compensation vote annually.
- 6The Board of Directors has committed to holding an annual advisory vote on executive compensation until at least 2017.
- 7Shareholder proposals regarding cumulative voting and the calling of special meetings did not receive majority support.