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): April 28, 2008
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
New York 1-7657 13-4922250
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
200 Vesey Street, World Financial Center
New York, New York 10285
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 640-2000
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(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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(b)
On April 28, 2008, Vernon E. Jordan, Jr. and Frank P. Popoff retired
as members of the Board of Directors (the "Board") of American Express Company
(the "Company"). Messrs. Jordan and Popoff have agreed to serve as advisors
to the Board following their retirement.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
Following shareholder approval at the Company's annual meeting of
shareholders of the amendment to the Company's Certificate of Incorporation
to increase the voting requirements for the election of directors to an
affirmative vote of the majority of the votes cast for each nominee and the
filing of a Certificate of Amendment to the Company's Certificate of
Incorporation, the Board of the Company approved an amendment to the
Company's By-Laws, effective as of April 29, 2008, to require an incumbent
director who does not receive the requisite majority vote for his or her
re-election immediately to tender his or her resignation to the Board. The
Board, excluding such director, is then required to decide whether or not to
accept such resignation and promptly disclose and explain its decision in a
Form 8-K filed with the Securities and Exchange Commission within 90 days
after the results of the election are certified. In acting on the tendered
resignation, the Board is required to consider all factors that it may deem
relevant.
A copy of the Company's By-Laws, as amended through April 29,
2008, is filed as Exhibit 3.1 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
3.1 Company's By-Laws, as amended through April 29, 2008.
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/ Stephen P. Norman
Name: Stephen P. Norman
Title: Secretary
DATE: May 2, 2008
EXHIBIT INDEX
Exhibit
No. Description
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3.1 Company's By-Laws, as amended through April 29, 2008.