8-K

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): December 8, 2022 (December 7, 2022)

AMERICAN EXPRESS COMPANY

(Exact name of registrant as specified in its charter)

   

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

200 Vesey Street,

New York, New York 10285

(Address of principal executive offices and zip code)

(212) 640-2000

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares (par value $0.20 per Share)	AXP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)     The Board of Directors of American Express Company (the “Company”) elected Deborah Platt Majoras as a director of the Company, effective December 7, 2022. A copy of the press release announcing the election of Ms. Majoras is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Ms. Majoras and members of her immediate family are directors, employees and/or have equity interests in companies with whom the Company had entered into ordinary course business relationships prior to her election as a director of the Company and with whom the Company may enter into additional ordinary course relationships from time to time. These may include ordinary course merchant relationships pursuant to which these companies accept the Company’s credit and charge cards and pay the Company fees when their customers use these cards. From time to time, the Company may enter into joint marketing or other relationships with one or more of these companies in the ordinary course that encourage their customers to apply for and use the Company’s products and services. The Company may also provide ordinary course Corporate Card, travel and other payment and financing products and services, including extensions of credit, on terms and conditions similar to those available to other customers generally to some of these companies for which these companies pay fees to the Company. The Company may also engage in other commercial transactions with these companies and pay or receive fees in those transactions.

Ms. Majoras will participate in the compensation program for non-employee directors as described under the heading “Compensation of Directors” in the Company’s definitive proxy statement on Scheduled 14A, filed with the Securities and Exchange Commission on March 18, 2022.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	Press Release of American Express Company, dated December 8, 2022, announcing the election of Deborah P. Majoras to the Company’s Board of Directors.
104	The cover page of this Current Report on Form 8-K, formatted as inline XBRL.

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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/ Kristina V. Fink
	Name:  Kristina V. Fink
	Title:    Corporate Secretary

Date: December 8, 2022

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE NEWS RELEASE NEWS RELEASE NEWS RELEASE

FOR IMMEDIATE RELEASE

American Express Elects Deborah P. Majoras to its Board of Directors

New York, New York, December 8, 2022 – American Express Company (NYSE: AXP) today announced that Deborah Platt Majoras has been elected to its Board of Directors, effective December 7, 2022. Ms. Majoras served as Chief Legal Officer and Corporate Secretary of Procter & Gamble Co. for 12 years until her retirement earlier this year and was previously Chair of the Federal Trade Commission from 2004 until 2008.

“Debbie brings decades of legal, regulatory, and public policy experience to our Board,” said Stephen J. Squeri, Chairman and Chief Executive Officer of American Express. “During her illustrious career, she has counseled global organizations on how to effectively navigate complex operating environments and made lasting impact through her advocacy and implementation of robust consumer protection policies while in government. Her extensive insights and experience will be a significant asset to our Board.”

Ms. Majoras joined P&G in 2008 and was named Chief Legal Officer and Corporate Secretary in 2010. She led a global department responsible for the company’s legal, government relations, brand protection and corporate governance functions. She and her team successfully protected P&G’s intellectual property, advised the business on mergers and acquisitions, and helped guide the company as it entered new markets and geographies.

Prior to P&G, Ms. Majoras spent several years working in government. In 2004, she was appointed Chair of the FTC by President George W. Bush. During her tenure, she focused the agency on ensuring data security and protecting consumers from emerging forms of fraud, including identity theft, spyware, and deceptive spam. Previously, she was Deputy Assistant Attorney General and later Principal Deputy of the U.S. Department of Justice’s Antitrust Division from 2001 to 2003, overseeing matters involving software, financial networks, defense, health care, media and entertainment, banking, and other industries.

Earlier in her career, she was an associate and partner at the law firm Jones Day, advising clients on civil and criminal antitrust matters, and was a member of the firm’s technology issues practice.

Ms. Majoras is a Director on the Board of Valero Energy Corporation. She also is a member of the Executive Committee of the United States Golf Association and serves on the boards of The Christ Hospital Health Network, the Cincinnati Legal Aid Society, and Westminster College, where she received an undergraduate degree.

She received a law degree from the University of Virginia.

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CONTACTS:

AMERICAN EXPRESS

Leah Gerstner

212-640-3174

Leah.M.Gerstner@aexp.com

Andrew Johnson

212-640-8610

Andrew.R.Johnson@aexp.com

ABOUT AMERICAN EXPRESS

American Express is a globally integrated payments company, providing customers with access to products, insights and experiences that enrich lives and build business success. Learn more at americanexpress.com and connect with us on facebook.com/americanexpress, instagram.com/americanexpress, linkedin.com/company/american-express, twitter.com/americanexpress, and youtube.com/americanexpress.

Key links to products, services and corporate sustainability information: personal cards, business cards and services, travel services, gift cards, prepaid cards, merchant services, Accertify, Kabbage, Resy, corporate card, business travel, diversity and inclusion, corporate sustainability and Environmental, Social, and Governance reports.

Location: Global

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XML

Document and Entity Information	Dec. 07, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 07, 2022
Entity Registrant Name	AMERICAN EXPRESS CO
Entity Central Index Key	0000004962
Amendment Flag	false
Entity Incorporation, State or Country Code	NY
Entity File Number	1-7657
Entity Tax Identification Number	13-4922250
Entity Address, Address Line One	200 Vesey Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10285
City Area Code	212
Local Phone Number	640-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares (par value $0.20 per Share)
Trading Symbol	AXP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false