SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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American Express Company
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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4) Date Filed:
March 29, 1996
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AMERICAN EXPRESS COMPANY
American Express Tower
World Financial Center
New York, NY 10285-5170
April __, 1996*
STEPHEN P. NORMAN
SECRETARY
[Name of Institution]
Dear _____:
Management of American Express Company offers the following in
support of its recommendations on behalf of the four items being
voted on at its April 22, 1996 Annual Meeting of Shareholders.
In particular, management cites the following factors in
recommending a vote against the cumulative voting proposal in the
Company's March 1996 proxy materials (Item 4):
Corporate Governance
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American Express has consistently maintained an excellent
corporate governance profile; received "A" rating from
CalPERS, has no staggered board, no poison pill; took
leadership position on consultants not serving as directors
in the future; terminated retirement plan for directors elected
for the first time after March 31, 1996.
Corporate Performance
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Since 1993 new management team has emphasized growth and
building shareholder value; turnaround performance of CEO
Harvey Golub has been widely recognized by the investment
community; AXP shares have outperformed the Dow Jones
Industrial Average and S&P 500 index for four straight years.
Cumulative Voting Contrary to Company's Growth Aspirations
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Cumulative voting, with its potential for factionalism and
divisiveness within the Board, could destabilize the Company's
board at a time when it is coalescing strategies and actions
designed to transform the Company into a true growth company.
The size and diversity of the Company require a cohesive group
of directors able to work together effectively for the benefit
of all shareholders.
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Management recommends a vote in favor of its proposal to amend
its Long-Term Incentive Plan (Item 3):
Commitment to Prevent Dilution
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American Express Company is committed to prevent any dilution
of shareholder interests from grants of shares made under its
long-term incentive award programs; the Company has been
actively purchasing shares since 1994; lowered outstanding
shares from approximately 509 million in 1994 to 479.7 million
shares in March 1996 and is committed to maintaining its
outstanding shares below 500 million.
Types of Awards
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American Express Company's policy to grant non-qualified stock
options at 100% of market value is the primary type of long-term
incentive award granted to its key executives. In fact, shares
issued as restricted stock grants have not exceeded 20% of total
restricted stock and stock option grants over the past three years.
Thank you for your consideration.
Very truly yours,
Stephen P. Norman
* Materials will be released commencing on April 1, 1996.
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