AMERICAN EXPRESS CO — Proxy Solicitation & Information Statement 2017

Mar 22, 2017

DEFA14A 1 amex3153611-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☑	Definitive Additional Materials
☐	Soliciting Material Under Rule
14a-12

AMERICAN EXPRESS COMPANY

(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX): | |
| --- | --- |
| ☑ | No fee
required. |
| ☐ | Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11. |
| | 1)
Title of each class of securities to which transaction
applies: |
| | 2)
Aggregate number of securities to which transaction applies: |
| | 3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
| | 4)
Proposed maximum aggregate value of transaction: |
| | 5) Total fee paid: |
| ☐ | Fee paid previously with
preliminary materials: |
| ☐ | Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing. |
| | 1)
Amount previously paid: |
| | 2)
Form, Schedule or Registration Statement No.: |
| | 3)
Filing Party: |
| | 4) Date
Filed: |

* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 1, 2017.

AMERICAN EXPRESS COMPANY

200 VESEY STREET NEW YORK, NY 10285

Meeting Information
Meeting
Type:	Annual Meeting
For holders as
of:	March 3, 2017
Date: May 1, 2017	Time: 9:00 A.M.,
Eastern Time
Location:	Company's Headquarters
	200 Vesey Street
	New York, NY 10285

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you online. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

This notice also constitutes Notice of the 2017 Annual Meeting of Shareholders.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Before You Vote How to Access the Proxy Materials

| Proxy
Materials Available to VIEW or RECEIVE: | | |
| --- | --- | --- |
| 2017 NOTICE AND PROXY STATEMENT AND 2016
ANNUAL REPORT | | |
| How to View Online: | | |
| Have the information that is printed in the box marked
by the arrow ➔ XXXX
XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com, or
scan the QR Barcode below. | | |
| How to Request and Receive a PAPER or E-MAIL
Copy: | | |
| If you want to receive a paper or e-mail copy of these
documents or proxy materials for future shareholder meetings, you must
request them. There is NO charge for requesting these materials. | | |
| Please choose one of the following methods to make your
request: | | |
| 1) | BY INTERNET : | www.proxyvote.com |
| 2) | BY TELEPHONE : | 1-800-579-1639 |
| 3) | BY
E-MAIL*: | sendmaterial@proxyvote.com |
| * If requesting materials by
e-mail, please send a blank e-mail with the information that is printed in
the box marked by the arrow ➔ XXXX
XXXX XXXX XXXX (located on the following page) in the subject
line. | | |
| Requests, instructions and other inquiries sent to this e-mail
address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 17,
2017 to facilitate timely delivery. | | |

How To Vote
Please Choose
One of the Following Voting Methods

| Vote In Person: All shareholders of record on March 3, 2017 (or holders in street name who have obtained a legal proxy), may vote in person at the meeting. Directions to the meeting are included under the heading "Location" in the 2017 Proxy Statement. |
| --- |
| Vote Online: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode
above . Have the information that is printed in the box marked by
the arrow ➔ XXXX XXXX XXXX XXXX available and follow the
instructions. |
| Vote By Mail: You can vote by mail by
requesting a paper copy of the materials, which will include a proxy
card. |
| Vote Confirmation: You may confirm that your instructions were received and included in the final tabulation to be issued at the Annual
Meeting on May 1, 2017 via the ProxyVote Confirmation link at www.proxyvote.com by using the information that is printed in the box marked by
the arrow ➔ XXXX XXXX XXXX XXXX . Vote Confirmation is available 24 hours after your vote is received beginning April 17, 2017, with
the final vote tabulation remaining available through July 3, 2017. |

Voting Items

The Board of Directors recommends that you vote FOR each director nominee listed in Proposal 1 below (please mark your vote for each director separately):

1.
1a.	Charlene Barshefsky
1b.	John J. Brennan
1c.	Ursula M. Burns
1d.	Kenneth I. Chenault
1e.	Peter Chernin
1f.	Ralph de la Vega
1g.	Anne L. Lauvergeon
1h.	Michael O. Leavitt
1i.	Theodore J. Leonsis
1j.	Richard C. Levin
1k.	Samuel J. Palmisano
1l.	Daniel L. Vasella
1m.	Robert D. Walter
1n.	Ronald A.
Williams

| The Board of Directors
recommends that you vote FOR the following
proposals: | |
| --- | --- |
| 2. | Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2017. |
| 3. | Approval, on an advisory basis, of the Company's executive compensation. |
| The Board of Directors recommends you vote 1 YEAR on the following proposal: | |
| 4. | Advisory resolution to approve the frequency of future advisory votes on the Company's executive compensation. |

| The Board of Directors
recommends that you vote AGAINST the following
proposals: | |
| --- | --- |
| 5. | Shareholder proposal to permit shareholders to act by written consent. |
| 6. | Shareholder proposal to require gender pay equity disclosure. |

The proxies are authorized to vote in their discretion upon any other matter that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

NOTE: You cannot vote by returning this Notice. To vote the shares, you must vote online or request a paper copy of the proxy materials to receive a proxy card. You may also attend and vote at the meeting.