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2019 Proxy Statement

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2019 Proxy Statement 2019 Proxy Statement A heritage built Our Vision on service Provide the world’s best customer and sustained experience every day by innovation Our Mission We’re a globally integrated Become essential to our payments company that provides customers by providing customers with access to products, differentiated products and services to help them achieve insights and experiences that enrich their aspirations lives and build business success Your vote is important to us! Please vote today at www.proxyvote.com American Express Company 200 Vesey Street New York, New York 10285 Notice of Annual Meeting of Shareholders ITEMS OF BUSINESS WHEN Tuesday, May 7, 2019 To vote on the following proposals: 9:00 a.m. Eastern Time Election of directors proposed by our Board of Directors for a term of one year, as set WHERE 1 forth in this proxy statement American Express Company, 200 Vesey Street, 26th Floor, New York, New York 10285 Ratification of the appointment of PricewaterhouseCoopers LLP as our 2 independent registered public accounting RECORD DATE firm for 2019 March 11, 2019 Advisory resolution to approve executive 3 compensation ADMISSION Three shareholder proposals if properly We do not require tickets for admission to the presented at the meeting meeting but do limit attendance to shareholders 4 as of the record date or their proxy holders. Please bring proof of your common share Such other business that may properly ownership, such as a current brokerage come before the meeting 5 statement, and photo identification. Detailed information regarding our 2019 annual meeting, including how to cast your vote, can be found in “Other Information” starting on page 91. Tangela S. Richter Corporate Secretary and Chief Governance Officer March 15, 2019 Important notice regarding the availability of proxy materials for the 2019 annual meeting to be held on May 7, 2019 Our proxy statement and annual report are available online at http://ir.americanexpress.com.* We will mail to certain shareholders a notice of internet availability of proxy materials, which contains instructions on how to access these materials and vote online. We expect to mail this notice and to begin mailing our proxy materials on or about March 18, 2019. * Web links throughout this document are provided for convenience only. Information from the American Express website is not incorporated by reference into this proxy statement. Cautionary Note Regarding Forward-Looking Statements This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. You can identify forward-looking statements by words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely,” “estimate,” “predict,” “potential,” “continue” or other similar expressions. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and the Company’s other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. 3 Table of Contents 3 Notice of Annual Meeting of Shareholders 43 Compensation Discussion and Analysis 64 Report of the Compensation and 5 Executive Summary Benefits Committee 79 Equity Compensation Plans Corporate Governance at 79 Pay Ratio 9 American Express 9 ITEM 1 Election of Directors for a Term 80 Shareholder Proposals of One Year 9 Our Director Nominees 80 ITEM 4 Shareholder Proposal Relating to Action by Written Consent 16 Our Board’s Composition 83 ITEM 5 Shareholder Proposal Relating to 18 Our Board Evaluation Process Deducting the Stock Buyback Impact from 20 Our Board Leadership Structure Executive Pay 21 Our Board’s Primary Role and Responsibilities, 86 ITEM 6 Shareholder Proposal Relating to Structure and Processes Gender Pay Equity 23 Our Board Committees 26 Our Corporate Governance Framework 89 Stock Ownership Information 28 Shareholder Engagement 90 Section 16(a) Beneficial Ownership 31 Compensation of Directors Reporting Compliance 32 Director Stock Ownership 32 Director Trading in Company Securities 91 Other Information 33 Director and Officer Liability Insurance 33 Certain Relationships and Transactions 91 Attending the Annual Meeting of Shareholders and Webcast 35 The Powerful Backing of American Express: Corporate Social Responsibility 91 Notice of Business to Come Before the Meeting 38 Audit Committee Matters 92 Additional Voting Information 38 ITEM 2 Ratification of Appointment 94 Multiple Shareholders Sharing the of Independent Registered Public Same Address Accounting Firm 94 2020 Annual Meeting of 40 PricewaterhouseCoopers LLP Fees Shareholders Information and Services 95 Availability of Form 10-K 41 Report of the Audit and Annex A—Information Regarding Compliance Committee 96 Non-GAAP Financial Measures Location of the 2019 Annual Meeting Executive Compensation 42 98 and How to Get There 42 ITEM 3 Advisory Resolution to Approve Executive Compensation (Say on Pay) 4 2019 Proxy Statement Executive Summary Our Strategic Imperatives and 2018 Performance 2018 was a strong year for American Express. We continued the positive momentum from 2017 with broad-based growth across all business lines, anchored in our focus on and investment in the Company’s four strategic imperatives: Expand leadership in the Build on our strong Strengthen our global, Make American Express premium consumer space position in commercial integrated network to an essential part of our payments provide unique value customers’ digital lives Business Performance As our 2018 results show, our investments and strategy for winning in the marketplace are paying off. Our integrated payments model and our unique assets have helped us gain share and scale, which we believe drive sustainable growth. Business performance highlights in 2018 include: • Added 12 million new Card Members; • Grew worldwide spending on our cards by 9%, with particular strength among small- and medium-sized businesses and across international regions; • Increased Card Member loans by 12%; • Added more than 1.5 million new merchant locations in the U.S. for the second year in a row and posted double-digit growth in our international merchant locations; • Saw strong, industry-leading credit performance; and • Continued to control our operating expenses, providing operating leverage and the flexibility to make investments in our brand, customer benefits and digital innovation, with operating expense growth flat year over year.(1) Financial Results 2018 financial highlights include: • Delivered over $40 billion in revenue, an all-time high; • Total revenue for the year grew by 9%, or 10% after adjusting for foreign exchange translations; (2) the fourth quarter of 2018 marked the sixth consecutive quarter with revenue growth of at least 8%; • Earnings per share (EPS) for the full year 2018 were $7.91, or $7.33 after adjusting for tax items, a 24% increase over the prior year(3); and • Return on equity (ROE) was 33.5% and we increased the dividend by 11% beginning with the third quarter 2018 dividend declaration. (1) Operating expenses represents salaries and employee benefits, professional services, occupancy and equipment, and other expenses. (2) Total revenues net of interest expense on an FX-adjusted basis is a non-GAAP measure. FX-adjusted information assumes a constant exchange rate between the periods being compared for purposes of currency translation into U.S. dollars (i.e., assumes the foreign exchange rates used to determine results for the year ended December 31, 2018 apply to the period(s) against which such results are being compared). Management believes the presentation of information on an FX-adjusted basis is helpful to investors by making it easier to compare the Company’s performance in one period to that of another period without the variability caused by fluctuations in currency exchange rates. (3) The reported diluted EPS growth rate for 2018 was greater than 100% and therefore not meaningful. Adjusted diluted EPS and the related growth rate, excluding the impacts of certain discrete tax benefits in the fourth quarter of 2018 and, for the growth rate, the impacts of the Tax Cuts and Jobs Act (the Tax Act) in the fourth quarter of 2017, are non-GAAP measures. Management believes adjusted diluted EPS is useful in evaluating the ongoing operating performance of the Company. See Annex A for a reconciliation to diluted EPS on a GAAP basis. 5 Key 2018 Performance Results TOTAL REVENUE WORLDWIDE BILLED SHARE BUSINESS GROWTH(6) REPURCHASES 9%/10%(4) 9% Proxy Statement Executive Summary $40.3B $1.2T $1.6B Reported/FX- adjusted growth NET INCOME TOTAL LOANS DIVIDEND 20%(5) 13% Corporate Governance $6.9B $85.7B $1.3B Adjusted growth EPS OPERATING EXPENSES CAPITAL RETURN TO STOCKHOLDERS (5) 24%(5) 0% $7.91/$7.33 $10.9B $2.9B Audit Committee Matters Adjusted growth Reported/Adjusted How our Compensation Program Supports our Business Strategy Our compensation program supports our business strategy through program design as well as aggressive financial and business growth goals. As a result, our compensation programs are closely aligned with Company performance and are Executive Compensation sensitive
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