Current Report Filing (8-k)
02 November 2022 - 09:32PM
Edgar (US Regulatory)
0000004962false00000049622022-10-312022-10-31
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): November 2, 2022
(October 31, 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 |
(e) On October 31, 2022, the Compensation
and Benefits Committee (the “Committee”) of the Board of Directors
of American Express Company (“American Express” or the “Company”)
approved a special grant of performance-based, non-qualified stock
options under the Company’s 2016 Incentive Compensation Plan to
each of the following “named executive officers” of the Company (as
determined by reference to the Company’s proxy statement in respect
of its 2022 annual meeting of shareholders): Stephen J. Squeri,
Chairman and Chief Executive Officer, with a grant date fair value
of $15.0 million; Anré D. Williams, Group President, Enterprise
Services and CEO of American Express National Bank, with a grant
date fair value of $4.5 million; and Laureen E. Seeger, Chief Legal
Officer, with a grant date fair value of $3.5 million.
The special grants are designed to further align executive
compensation with long-term shareholder value creation and ensure
leadership continuity through the next phase of the Company’s
growth plan. The special grant for Mr. Squeri also reflects the
Committee’s consideration of his outstanding leadership and
contributions to American Express’ strong financial and operational
performance throughout his tenure as Chairman and Chief Executive
Officer.
The options have a term of seven years and an exercise price equal
to the closing price on the grant date of October 31, 2022 in
accordance with the Company’s off-cycle grant policy. The vesting
of the options will be subject to achieving (i) total shareholder
return (based on the average closing price, inclusive of reinvested
dividends to-date, for any 20 consecutive trading days during the
four-year period beginning on the grant date) of 40 percent above
the 20-day average closing price preceding the grant date, and (ii)
positive cumulative GAAP net income for the three-year period Q3
2022 through Q2 2025 (with respect to 75 percent of the options)
and the four-year period Q3 2022 through Q2 2026 (with respect to
25 percent of the options). 75 percent of the options will be
available to vest on the third anniversary of the grant date and 25
percent of the options will be available to vest on the fourth
anniversary, subject, in each case, to continued employment with
the Company through the applicable anniversary. No vested options
may be exercised or sold until the fourth anniversary of the grant
date on October 31, 2026, and no later than the end of the
seven-year term of the options on October 31, 2029.
Unvested options will be forfeited upon termination of employment;
provided, however, that in the event of a termination of employment
due to death or disability, unvested options will vest pro-rata,
based on months served during the three-year period following grant
(with respect to 75 percent of the options) and the four-year
period following grant (with respect to 25 percent of the options),
subject to the total shareholder return goal and financial goal
(through the most recent completed quarter immediately preceding
the date of such termination) having been achieved.
In the event a change in control is consummated prior to the fourth
anniversary of the grant date, the performance conditions in
respect of the options will be tested at the time of such change in
control (using, for total shareholder return purposes, the price in
such change in control). To the extent the performance hurdles are
achieved as of such date, unvested options will remain subject to
the time-based vesting requirements described above; provided,
however, that in the event (i) such unvested options are not
assumed by the buyer in such change in control transaction or (ii)
such unvested options are assumed, but the holder of such unvested
options is terminated without good cause or experiences a
constructive termination (as those terms are defined in the
American Express Senior Executive Severance Plan) during the
two-year period immediately following such change in control, then
any such unvested options shall immediately vest in full. To the
extent the performance hurdles are not achieved as of such date,
unvested options will be immediately cancelled and
forfeited.
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: November 2, 2022
American Express (NYSE:AXP)
Historical Stock Chart
Von Jan 2023 bis Feb 2023
American Express (NYSE:AXP)
Historical Stock Chart
Von Feb 2022 bis Feb 2023
