-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GEjYeFffen3d+2bbWS4eGPG/pbwhTaHcj6yTjVyx51p7pNWazpm9Af8MCcUluqRH ErsNMmT68P8TlD8X0Lyazw== 0000004962-11-000011.txt : 20110128 0000004962-11-000011.hdr.sgml : 20110128 20110128141023 ACCESSION NUMBER: 0000004962-11-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110128 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20110128 DATE AS OF CHANGE: 20110128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CO CENTRAL INDEX KEY: 0000004962 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 134922250 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07657 FILM NUMBER: 11555102 BUSINESS ADDRESS: STREET 1: 200 VESEY STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 MAIL ADDRESS: STREET 1: 200 VESEY STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 8-K 1 jan288k.htm AXP 8-K RE CHAIRMAN AND CEO COMPENSATION jan288k.htm
 
 
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): January 28, 2011
 
 
 

 
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, World Financial Center    
  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 7.01
Regulation FD Disclosure
  
 
At its meetings held on January 23 and 24, 2011, the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of American Express Company (the “Company”) made various decisions regarding the compensation to be awarded to the Company’s chairman and chief executive officer, Kenneth I. Chenault, for the year ended December 31, 2010.  Reflecting the goal of further tying executive compensation more closely to long-term Company performance, the Committee decided to pay the significant majority of Mr. Chenault’s annual incentive compensation and portfolio grant payouts in the form of equity-based Restricted Stock Units (“RSUs”), rather than making such payments primarily in cash as had his torically been done.  Such RSUs will vest in January 2012.  One-half of the common shares to be delivered to Mr. Chenault upon vesting of the RSUs (net of shares withheld for payment of taxes) will be required to be retained by him until one year after his retirement from the Company.  As part of his ongoing financial planning and in light of the change in compensation mix, Mr. Chenault sold 170,000 shares of the Company’s common stock on January 27, 2011, at various prices ranging from $44.36 to $44.75 per share.  The shares that were sold represented approximately 15.6% of Mr. Chenault’s share holdings in the Company as of the sale date.  Mr. Chenault continues to own 917,624 shares of the Company’s common stock.  In addition, Mr. Chenault will acquire 122,124 shares of the Company’s common stock (before the deduction of shares to satisfy tax withholding obligations) upon the vesting of RSUs on January 31, 2011.
 
 
 

 

 
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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:  January 28, 2011
 
 

 
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