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Printmgr File proxy statement for 2013 annual meeting of shareholders our values Our Blue Box Values reflect who we are and what we stand for as a company. Customer Quality Integrity Commitment We provide outstanding We uphold the highest We develop products and unsurpassed standards of integrity in all relationships that make service that, together, of our actions. a positive difference deliver premium value to our in our customers’ lives. customers. Teamwork Respect for People We work together, across We value our people, boundaries, to meet the encourage their needs of our customers and development and reward to help the company win. their performance. Good Citizenship A Will to Win Personal Accountability We are good citizens in We exhibit a strong will communities in which we to win in the marketplace We are personally live and work. and in every aspect of our accountable for delivering on business. our commitments. Against the backdrop of a slow-growth environment, American Express delivered a strong total shareholder return in 2012 by controlling expenses, improving credit quality and generating higher revenues in all of our major business segments. AMERICAN EXPRESS COMPANY 200 VESEY STREET NEW YORK, NEW YORK 10285 NOTICEOF ANNUAL MEETING OF SHAREHOLDERS Date and Time Monday, April 29, 2013, at 9:00 a.m. Place American Express Company 200 Vesey Street, 26th Floor New York, New York 10285 Items of Business (1) Election of directors (2) Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2013 (3) Advisory resolution to approve executive compensation (4) Shareholder proposal relating to separation of chairman and CEO roles (5) Such other business that may properly come before the Annual Meeting Record Date Close of business on March 1, 2013 Carol V. Schwartz Secretary and Corporate Governance Officer March 8, 2013 TABLE OF CONTENTS General Information ....................................................... 1 Annual Meeting Information ............................................. 1 How to View Proxy Materials Online ....................................... 1 How to Vote ........................................................... 1 Proxy Summary ........................................................... 3 2012 Performance Highlights ............................................ 3 Executive Compensation Program ........................................ 3 Meeting Agenda Items .................................................. 4 Election of Directors ................................................ 4 Ratification of Appointment of PricewaterhouseCoopers LLP for 2013 ..... 5 Advisory Approval of Our Executive Compensation (Say on Pay) .......... 5 Shareholder Proposal ............................................... 5 Corporate Governance at American Express ................................. 6 Our Corporate Governance Framework .................................... 6 Corporate Governance Principles and Practices ............................ 7 Board Meetings and Board Committees ................................... 10 Risk Oversight ......................................................... 12 Report of the Audit, Risk and Compliance Committee ....................... 14 Corporate Citizenship at American Express ................................ 15 Ownership of Our Common Shares .......................................... 16 Compensation of Directors ................................................. 18 Executive Compensation ...................................................20 Compensation Discussion and Analysis ...................................20 Report of the Compensation and Benefits Committee .......................40 Executive Compensation Tables .......................................... 41 Equity Compensation Plans ..............................................55 Item 1—Election of Directors ................................................56 Board Membership Criteria and Diversity ..................................56 Our Director Nominees ..................................................57 Item 2—Ratification of Independent Registered Public Accounting Firm ........65 Item 3—Advisory Resolution to Approve Executive Compensation (Say on Pay) ..................................................................67 Item 4—Shareholder Proposal Relating to Separate Chairman and CEO Roles ...68 Additional Information .....................................................70 Certain Relationships and Transactions ...................................70 Section 16(a) Beneficial Ownership Reporting Compliance ...................72 Director and Officer Liability Insurance ....................................72 2014 Annual Meeting of Shareholders Information ..........................72 Other Matters ..........................................................73 Voting Instructions and Information .........................................75 Voting Instructions .....................................................75 Voting Information ......................................................76 Additional Information Regarding Participants in the Solicitation ...............A1 Information Regarding Non-GAAP Financial Measures ........................B1 Location of the Annual Meeting ...............................Inside Back Cover GENERAL INFORMATION Annual Meeting Information We are providing this proxy statement to you in connection with the solicitation of proxies by the board of directors of American Express Company for the 2013 Annual Meeting of Shareholders and for any adjournment or postponement of the meeting. We expect to mail our notice of Internet availability of the proxy materials on or about March 15, 2013 and to begin mailing our proxy materials on March 20, 2013. We are holding the Annual Meeting at 9:00 a.m. Eastern Time on Monday, April 29, 2013, at our headquarters in New York City, and we invite you to attend in person. Directions are on the inside back cover. If you need special assistance at the meeting because of a disability, you may contact Carol V. Schwartz, our Secretary, by telephone at 212-640-5714, by e-mail at [email protected], or by writing to her at the company’s headquarters at 200 Vesey Street, New York, New York 10285. We do not require tickets for admission to the meeting but do limit attendance to shareholders on the record date or their proxy holders. Please bring proof of your common share ownership, such as a current brokerage statement, and photo identification. If you hold shares through a bank, broker, or other nominee (also known as shares held in “street name”), you must obtain a valid legal proxy, executed in your favor, from the holder of record if you wish to vote these shares at the meeting. For safety and security purposes, no cameras, camcorders, videotaping equipment, or other recording devices, and no large packages, banners, placards, or signs will be permitted in the meeting. Only shareholders or their valid proxy holders may address the meeting. We have arranged for a live audio webcast and a replay of the 2013 Annual Meeting of Shareholders to be accessible to the general public at our website at http://ir.americanexpress.com. (Information from this website is not incorporated by reference into this proxy statement.) How to View Proxy Materials Online Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 29, 2013. Our proxy statement and 2012 annual report to shareholders are available online at http://ir.americanexpress.com. We will mail to certain shareholders a notice of Internet availability of proxy materials. This notice contains instructions on how to access our proxy statement and 2012 annual report and vote online. We also offer you the option to receive our proxy materials electronically in the future. You may register to do so at our website. How to Vote We encourage you to vote as soon as possible, even if you plan to attend the meeting in person. Your vote is important, and for all items other than ratification of our auditor, if you hold shares in street name, your shares will not be voted by your bank or broker if you do not provide voting instructions. You may vote common shares that you owned as of the close of business on March 1, 2013, which is the record date for the meeting. You may vote in the following ways: BY TELEPHONE BY INTERNET BY MAIL In the United States or Canada, you You can vote your shares online at You can vote by mail by marking, dating, can vote your shares by calling www.proxyvote.com. and signing your proxy card or voting 1-800-690-6903. instruction form and returning it in the accompanying postage-paid envelope. 1 GENERAL INFORMATION For telephone and Internet voting, you will need the 12-digit control number included on your notice, on your proxy card, or in the instructions that accompanied your proxy materials. Telephone and Internet voting are available through 11:59 p.m. Eastern Time on Tuesday, April 23, 2013, for shares held in employee plans, and through 11:59 p.m. Eastern Time on Sunday, April 28, 2013, for all other shares. Revocation of Proxies You can revoke your proxy at any time before your shares are voted if you: ‰ Submit a written revocation to our Secretary ‰ Submit a later-dated proxy or voting instruction form ‰ Provide subsequent telephone or Internet voting instructions, or ‰ Vote in person at the meeting If you sign and return your proxy card or voting instruction form without any voting instructions with respect
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