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Section 1: 8-K (8-K OF AMERICAN EXPRESS COMPANY)

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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 17, 2019 (December 11, 2019)
 
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)  On December 11, 2019, the Board of Directors of American Express Company (the “Company”) elected Lynn A. Pike as a director of the Company, effective January 1, 2020. Ms. Pike 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 15, 2019. A copy of the press release announcing the election of Ms. Pike is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Ms. Pike 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.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitDescription
99.1
104The 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/ Tangela S. Richter
  Name:  Tangela S. Richter
  Title:    Corporate Secretary
 
Date: December 17, 2019
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Section 2: EX-99.1 (EX-99.1 OF AMERICAN EXPRESS COMPANY)

Document

EXHIBIT 99.1


NEWS RELEASENEWS RELEASENEWS RELEASENEWS RELEASE

401700131_axplogo11.jpg

Media Contact:
Marina H. Norville
212-640-2832
marina.h.norville@aexp.com

FOR IMMEDIATE RELEASE

AMERICAN EXPRESS COMPANY ELECTS
LYNN A. PIKE TO BOARD OF DIRECTORS


NEW YORK, December 17, 2019 - American Express Company (NYSE: AXP) today announced that Lynn A. Pike has been elected to its board of directors, effective January 1, 2020.

“Lynn brings more than 40 years of experience in the financial services industry, and has already made significant contributions to American Express as Chairperson of our American Express National Bank Board,” said Stephen J. Squeri, Chairman and Chief Executive Officer of American Express. “I, along with the rest of the American Express Board of Directors, look forward to working with Lynn as we continue to focus on our strategic imperatives to drive steady, solid performance and long-term value for our shareholders.”

Most recently, Ms. Pike was President of Capital One Bank, a division of Capital One Financial Corporation, until December 2011. As a member of the Capital One Executive Committee, she participated in overall financial, strategic and governance decision making for the company. Prior to Capital One, Ms. Pike served as President of Business Banking at Bank of America. Earlier in her career, she held executive positions at regional and national banks, including Wells Fargo and Fleet Boston.

Ms. Pike has a long track record of board service to business, community and nonprofit organizations. She currently serves on the boards of Hiscox Ltd as Chairperson of its Risk Committee, Hiscox USA and Hiscox Insurance Company Inc. (HICI); American Express National Bank as its Chairperson; BankWork$; and California State University Channel Islands (CSUCI).

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She previously served on the boards of Phoenix House; the Autry National Center Board of Trustees; New York City Partnership; California Business Roundtable; the California Businesses for Education Excellence; Mayor Villaraigosa's Los Angeles Economy and Job Committee; The Federal Reserve Board of the 12th district - Los Angeles Branch; Junior Achievement of Southern California; and as Vice Chairman of the Board of Operation Hope.

Ms. Pike is a graduate of the Executive School of Marketing at the Fuqua School of Business at Duke University.

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About American Express

American Express is a global services 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 responsibility information: charge and credit cards, business credit cards, travel services, gift cards, prepaid cards, merchant services, Accertify, InAuth, corporate card, business travel, and corporate responsibility.


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