8-KLeadership ChangesShareholder MattersExhibits & Filings

AMERICAN EXPRESS CO 8-K Report, Executive Changes (May 3, 2012)

Filed May 3, 2012For Securities:AXP

Summary

This Form 8-K reports on the outcomes of American Express Company's Annual Meeting of Shareholders held on April 30, 2012. The key information for investors revolves around shareholder voting results on several critical items, including the election of directors, ratification of the independent auditor, executive compensation, and the approval of incentive compensation plan performance goals. Notably, all of the company's director nominees were elected, indicating strong shareholder confidence in the current board leadership. Shareholders also overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor and approved the performance goals and award limits under the 2007 Incentive Compensation Plan. The advisory vote on executive compensation also received significant support, with a substantial majority of votes cast in favor. However, two shareholder proposals, one on separating Chairman and CEO roles and another on the Code of Conduct, did not receive majority support.

Key Highlights

  • 1All 12 director nominees for American Express Company were elected at the April 30, 2012 Annual Meeting of Shareholders.
  • 2Shareholders overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2012.
  • 3An advisory (non-binding) vote approving executive compensation received substantial support, with approximately 96.7% of votes cast in favor.
  • 4Shareholders approved the performance goals and award limits under the Company's 2007 Incentive Compensation Plan.
  • 5A shareholder proposal advocating for the separation of Chairman and CEO roles was not approved, with a significant majority voting against it.
  • 6A shareholder proposal, introduced from the floor, relating to the American Express Code of Conduct also failed to gain majority support.

Frequently Asked Questions

Yes, all 12 of American Express Company's director nominees were elected by shareholders at the Annual Meeting. Despite a contested election scenario where a shareholder nominated himself, all company-nominated directors received majority support and were elected.

The advisory (non-binding) vote approving executive compensation received strong shareholder support. Approximately 96.7% of the votes cast were in favor of the executive compensation, indicating general shareholder satisfaction with the company's compensation practices.

Yes, shareholders voted to approve the performance goals and award limits under the Company's 2007 Incentive Compensation Plan. This approval is necessary for the plan to remain in effect and for executive compensation to be tied to specified performance metrics.

No, the shareholder proposals addressed at the meeting did not pass. A proposal regarding the separation of Chairman and CEO roles and another concerning the American Express Code of Conduct both failed to receive majority shareholder approval.