AMERICAN EXPRESS COMPANY Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) OnMay 5, 2020 ,American Express Company (the "Company") held its 2020 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved theAmended and Restated American Express Company 2016 Incentive Compensation Plan (as amended and restated, the "Plan") to, among other things, increase the number of common shares of the Company available for issuance under the Plan by 7 million shares. In addition, provisions related to the qualified performance-based compensation exception under Section 162(m) of the Internal Revenue Code, which was repealed by the Tax Cuts and Jobs Act of 2017, were eliminated. For a description of the principal terms of the Plan, see "Item 4: Approval of the Amended and Restated Incentive Compensation Plan" in the Company's Proxy Statement datedMarch 24, 2020 for the Annual Meeting, which description is incorporated herein by reference. A copy of the 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 onMay 5, 2020 . 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 toNew York Stock Exchange rules for shareholder approval of equity compensation plans, abstentions were counted as votes cast against the matter. For matters 2-6, the percentages for and against each matter reflect all of the votes cast. (b) 1. Election of Directors. VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES Charlene Barshefsky 642,278,421 4,872,137 571,945 67,304,766 John J. Brennan 644,160,877 2,816,370 745,256 67,304,766 Peter Chernin 633,295,930 13,781,132 645,441 67,304,766 Ralph de la Vega 644,204,082 2,755,394 763,027 67,304,766 Anne Lauvergeon 644,638,422 2,532,531 551,550 67,304,766 Michael O. Leavitt 645,848,985 1,224,143 649,375 67,304,766 Theodore J. Leonsis 642,410,684 4,670,515 641,304 67,304,766 Karen L. Parkhill 646,358,644 806,693 557,166 67,304,766 Lynn A. Pike 646,409,950 753,162 559,391 67,304,766 Stephen J. Squeri 613,645,832 32,227,243 1,849,428 67,304,766 Daniel L. Vasella 646,041,105 914,017 767,381 67,304,766 Ronald A. Williams 627,045,957 20,031,125 645,421 67,304,766 Christopher D. Young 644,176,921 2,787,413 758,169 67,304,766 All 13 of the Company's nominees for director received over a majority of votes cast. 2. Votes regarding ratification of appointment ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020 were as follows: VOTES BROKER VOTES FOR % FOR AGAINST % AGAINST ABSTENTIONS NON-VOTES 705,072,788 98.67% 9,487,165 1.32% 467,316 0
3. Votes regarding an advisory (non-binding) vote approving executive compensation were as follows:
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VOTES BROKER
VOTES FOR % FOR AGAINST % AGAINST ABSTENTIONS NON-VOTES
621,114,182 96.07% 25,369,908 3.92% 1,238,413 67,304,766
4. Votes regarding the the approval of the Amended and Restated Incentive Compensation Plan were as follows:
VOTES BROKER
VOTES FOR % FOR AGAINST % AGAINST ABSTENTIONS NON-VOTES
624,811,023 96.46% 21,372,634 3.54% 1,538,846 67,304,766
5. Votes on a shareholder proposal relating to action by written consent were as
follows:
VOTES BROKER
VOTES FOR % FOR AGAINST % AGAINST ABSTENTIONS NON-VOTES
231,036,330 35.79% 414,426,487 64.20% 2,259,686 67,304,766
6. Votes on a shareholder proposal relating to gender/racial pay equity were as
follows:
VOTES BROKER
VOTES FOR % FOR AGAINST % AGAINST ABSTENTIONS NON-VOTES
53,614,136 8.61% 568,691,466 91.38% 25,416,901 67,304,766
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Description 10.1American Express Company 2016 Incentive Compensation
Plan (as amended and
restated effective May 5, 2020 ).
104 The cover page of this Current Report on Form 8-K, formatted as inline XBRL.
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