American Express (AXP) 8-K American Express Board Authorizes Repurchase of Up to 150 Million Shares, Announces 12 Percent Dividend Increase

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2015

AMERICAN EXPRESS COMPANY

(Exact name of registrant as specified in its charter)

New York	1-7657	13-4922250
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

200 Vesey Street
New York, New York	10285
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (212) 640-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07Submission of Matters to a Vote of Security Holders

 (a)      The annual meeting of the shareholders of American Express Company (the "Company") was held on May 11, 2015.  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. For matters 2-8, 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		723,462,488		59,074,914		6,688,883		89,459,148
Ursula M. Burns		767,368,566		15,182,944		6,674,775		89,459,148
Kenneth I. Chenault		759,219,840		22,261,529		7,744,916		89,459,148
Peter Chernin		773,886,351		7,903,282		7,436,652		89,459,148
Anne Lauvergeon		769,481,458		12,424,178		7,320,649		89,459,148
Michael O. Leavitt		779,692,373		2,178,975		7,354,937		89,459,148
Theodore J. Leonsis		777,824,215		4,688,700		6,713,370		89,459,148
Richard C. Levin		780,678,272		1,822,817		6,725,196		89,459,148
Samuel J. Palmisano		776,643,863		5,856,089		6,726,333		89,459,148
Daniel L. Vasella		779,357,620		3,154,735		6,713,930		89,459,148
Robert D. Walter		772,970,027		9,544,806		6,711,452		89,459,148
Ronald A. Williams		774,653,721		7,847,298		6,725,266		89,459,148

All 12 of the Company's nominees for director received over a majority of votes cast.

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 2. Votes regarding ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2015 were as follows:

VOTES FOR		% FOR		VOTES AGAINST		% AGAINST		ABSTENTIONS		BROKER NON-VOTES
	867,773,598		99.53%		4,106,193		0.47%		6,805,642		-0-

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

VOTES FOR		% FOR		VOTES AGAINST		% AGAINST		ABSTENTIONS		BROKER NON-VOTES
	753,502,970		96.49%		27,430,516		3.51%		8,292,799		89,459,148

4. Votes on a shareholder proposal relating to annual disclosure of EEO-1 data were as follows:

VOTES FOR		% FOR		VOTES AGAINST		% AGAINST		ABSTENTIONS		BROKER NON-VOTES
	180,866,867		24.68%		551,878,634		75.32%		56,480,784		89,459,148

5. Votes on a shareholder proposal relating to report on privacy, data security and government requests were as follows:

VOTES FOR		% FOR		VOTES AGAINST		% AGAINST		ABSTENTIONS		BROKER NON-VOTES
	159,656,419		21.74%		574,588,907		78.26%		54,980,959		89,459,148

6. Votes on a shareholder proposal relating to action by written consent were as follows:

VOTES FOR		% FOR		VOTES AGAINST		% AGAINST		ABSTENTIONS		BROKER NON-VOTES
	274,065,058		35.27%		502,975,613		64.73%		12,185,614		89,459,148

7. Votes on a shareholder proposal relating to lobbying disclosure were as follows:

VOTES FOR		% FOR		VOTES AGAINST		% AGAINST		ABSTENTIONS		BROKER NON-VOTES
	159,932,787		21.55%		582,104,993		78.45%		47,188,505		89,459,148

8. Votes on a shareholder proposal relating to independent board chairman were as follows:

VOTES FOR		% FOR		VOTES AGAINST		% AGAINST		ABSTENTIONS		BROKER NON-VOTES
	123,091,541		15.75%		658,435,277		84.25%		7,699,467		89,459,148

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Item 8.01Other Events

On May 12, 2015, the Company issued a press release announcing the authorization to repurchase up to 150 million shares of its common stock, from time to time, subject to market conditions and the Federal Reserve's non-objection of the Company's capital plans, and an increase to the quarterly dividend on its common stock from $0.26 per share to $0.29 per share. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

99.1 Press release of American Express Company, dated May 12, 2015, announcing the authorization to repurchase up to 150 million shares of its common stock and an increase to the quarterly dividend.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN EXPRESS COMPANY (REGISTRANT)
By:	/s/ Carol V. Schwartz
	Name: Carol V. Schwartz
	Title: Secretary

Date:  May 12, 2015

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release of American Express Company, dated May 12, 2015, announcing the authorization to repurchase up to 150 million shares of its common stock and an increase to the quarterly dividend.

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