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AXP > SEC Filings for AXP > Form 8-K on 2-May-2013All Recent SEC Filings

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Form 8-K for AMERICAN EXPRESS CO


2-May-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

a) The annual meeting of the shareholders of American Express Company (the "Company") was held on April 29, 2013. 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.

(b)

1. Election of Directors.

                                                                                                 VOTES
                                                                                                WITHHELD
                                                       VOTES FOR                              (PERCENT OF
                                                      (PERCENT OF                                SHARES            BROKER
                                    VOTE FOR         SHARES VOTED)        VOTES WITHHELD         VOTED)           NON-VOTES
Charlene Barshefsky                 803,970,796               93.22  %         58,518,875             6.78  %     89,775,110
Ursula M. Burns                     848,259,482               98.35 %          14,230,189             1.65 %      89,775,110
Kenneth I. Chenault                 835,662,854               96.89 %          26,826,817             3.11 %      89,775,110
Peter Chernin                       851,778,484               98.76 %          10,711,187             1.24 %      89,775,110
Anne Lauvergeon                     858,326,194               99.52 %           4,163,477             0.48 %      89,775,110
Theodore J. Leonsis                 851,230,138               98.69 %          11,259,533             1.31 %      89,775,110
Richard C. Levin                    859,760,942               99.68 %           2,728,729             0.32 %      89,775,110
Richard A. McGinn                   810,322,461               93.95 %          52,167,210             6.05 %      89,775,110
Samuel J. Palmisano                 859,803,375               99.69 %           2,686,296             0.31 %      89,775,110
Steven S Reinemund                  854,934,646               99.12 %           7,555,025             0.88 %      89,775,110
Daniel L. Vasella                   859,299,189               99.63 %           3,190,482             0.37 %      89,775,110
Robert D. Walter                    846,418,240               98.14 %          16,071,431             1.86 %      89,775,110
Ronald A. Williams                  859,756,481               99.68 %           2,773,190             0.32 %      89,775,110
Peter W. Lindner                             11                0.00 %         862,489,660           100.00 %      89,775,110

In a contested election, the Director nominees who receive the plurality of votes cast are elected as Directors. Under the plurality standard, the number of persons equal to the number of vacancies to be filled who receive more votes than other nominees are elected to the Board of Directors (the "Board"), regardless of whether they receive a majority of votes cast. An election is considered contested under Section 6.3 of the Company's certificate of incorporation if there are more nominees than positions on the Board to be filled at the meeting of shareholders as of the fourteenth day prior to the date on which the Company files its definitive proxy statement with the Securities and Exchange Commission. For the election of Directors at the annual meeting of shareholders, based on a shareholder notice that the Company had received, there were more nominees than the number of Directors to be elected, and therefore, plurality voting governed the election of directors.

The shareholders elected all 13 of the Company's nominees for director. Mr. Peter W. Lindner, a shareholder who nominated himself under the Company's By-Laws as a candidate for director at the 2013 Annual Meeting, was not elected as a director of the Company.

All 13 of the Company's nominees for director received over a majority of votes cast.

-2-

2. Votes regarding ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2013 were as follows:

                VOTES FOR                     VOTES AGAINST
               (PERCENT OF                     (PERCENT OF                   BROKER
 VOTES FOR    SHARES VOTED)   VOTES AGAINST   SHARES VOTED)   ABSTENTIONS   NON-VOTES
946,592,349      99.56%         4,169,704         0.44%        1,502,728       -0-

3. Votes regarding an advisory (non-binding) vote approving executive compensation were as follows:

                 VOTES FOR                     VOTES AGAINST
                (PERCENT OF                     (PERCENT OF
 VOTES FOR     SHARES VOTED)   VOTES AGAINST   SHARES VOTED)   ABSTENTIONS    BROKER NON-VOTES
763,539,234       89.39%        90,647,829        10.61%        8,302,608        89,775,110

4. Votes on a shareholder proposal presented at the meeting relating to separation of Chairman and CEO roles were as follows:

                 VOTES FOR                     VOTES AGAINST
                (PERCENT OF                     (PERCENT OF
 VOTES FOR     SHARES VOTED)   VOTES AGAINST   SHARES VOTED)   ABSTENTIONS    BROKER NON-VOTES
195,187,663       22.69%        664,889,963       77.31%        2,412,045        89,775,110

5. Votes on a shareholder proposal introduced from the floor by Mr. Peter W. Lindner relating to the American Express Code of Conduct were as follows:

                 VOTES FOR                     VOTES AGAINST
                (PERCENT OF                     (PERCENT OF
 VOTES FOR     SHARES VOTED)   VOTES AGAINST   SHARES VOTED)   ABSTENTIONS    BROKER NON-VOTES
     11            0.00%        862,489,660       100.00%          -0-           89,775,110

-3-

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