8-KLeadership ChangesShareholder MattersExhibits & Filings

AMERICAN EXPRESS CO 8-K Report, Executive Changes (May 7, 2020)

Filed May 7, 2020For Securities:AXP

Summary

American Express Company (AXP) filed an 8-K on May 6, 2020, reporting on its 2020 Annual Meeting of Shareholders held on May 5, 2020. The primary focus of the filing is the shareholder approval of the Amended and Restated American Express Company 2016 Incentive Compensation Plan. This approval allows for an increase of 7 million common shares available for issuance under the plan and removes provisions related to the now-repealed Section 162(m) of the Internal Revenue Code regarding qualified performance-based compensation exceptions. Additionally, the filing details the voting results for various proposals at the annual meeting. All director nominees were elected with a majority of votes cast, and the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2020 was overwhelmingly ratified. Shareholders also provided advisory approval of executive compensation and voted on two shareholder proposals.

Key Highlights

  • 1Shareholders approved the Amended and Restated American Express Company 2016 Incentive Compensation Plan.
  • 2The approved plan increases the share pool available for issuance by 7 million shares.
  • 3Provisions related to the repealed Section 162(m) of the Internal Revenue Code have been eliminated from the compensation plan.
  • 4All 13 director nominees received a majority of the votes cast for their election.
  • 5The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2020 was ratified with approximately 98.67% of votes in favor.
  • 6An advisory vote on executive compensation received strong support, with approximately 96.07% of votes in favor.
  • 7Shareholder proposals regarding action by written consent and gender/racial pay equity did not receive majority support.

Frequently Asked Questions

The main purpose was to approve an amendment and restatement of the existing plan. This amendment allows American Express to issue an additional 7 million shares under the plan and removes outdated provisions related to Section 162(m) of the Internal Revenue Code, which was repealed.

All 13 director nominees were elected by shareholders, with each receiving a majority of the votes cast. This indicates strong support for the current board composition.

Yes, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2020 was overwhelmingly ratified. Approximately 98.67% of the votes cast were in favor of this ratification.

Two shareholder proposals were voted on. A proposal related to action by written consent received approximately 35.79% of votes in favor and did not pass. A proposal regarding gender/racial pay equity received approximately 8.61% of votes in favor and also did not pass.