Securities and Exchange Commission
Washington, D.C. 20549
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Filed by a Party other than the Registrant[ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
American Express Company
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
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<PAGE>
Possible solicitation piece to be used in connection with American Express'
1998 annual meeting.
March 25, 1998
[Name]:
Re: 1998 American Express Proxy Statement
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1998 Incentive Compensation Plan
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American Express Company is seeking shareholder approval of a new
incentive plan to replace its existing 1989 long-term incentive plan that is
about to expire. The Company believes the new plan to be a mainstream type plan
common to many large-caps. In response to the concerns of some of its owners,
the Company has also incorporated in the new plan some owner-positive features:
An express prohibition against repricing of stock options without
shareholder approval.
A de-emphasis of restricted stock. No more than 20% of the new
plan's shares may be used for regular RSAs, and no more than an
additional 10% for performance-based RSAs.
Minimum three-year vesting for RSAs (except for certain events such
as death or the take-over of the Company).
The Company is asking for 35 million new shares for the Plan (7.5% of
its 466 million shares outstanding) plus 17.9 million shares left over from its
1989 Plan. When these numbers are added to the Company's outstanding awards
covering 31.0 million shares, the total amount exceeds the allowable cap as
computed by ISS. However, the Company feels that the new shares are appropriate
because:
A far larger group of employees will be eligible to receive
awards (12,500 employees under the new plan vs. 3,500 under the
Company's 1989 Plan).
The Company intends to maintain its policy of preventing
dilution by repurchasing more shares than are issued under the
Company's plans, as the Company has done in each of the prior
four years.
The Company expects that the share authorization will last 4-5 years
instead of 2-3 years.
<PAGE>
Page 2
American Express Company's total return to shareholders was 60% in
1997, 40% in 1996, and 361% since 1992. The Company feels the 1998 Plan will
help the Company keep its momentum and attract, motivate and retain the type of
managers needed to achieve similar growth over the next five years. The Company
hopes that owners will support the Company in approving in this plan.
Cumulative Voting
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For the sixth year in a row and for the ninth year out of the last
eleven years, the Company is faced with the Gilbert's proposal seeking
cumulative voting. Given the Company's emphasis on growth, it has sought to
create a governance structure with all directors and management pulling
together. The Company feels that this is not the time to introduce cumulative
voting. Cumulative voting, with its divisive potential of allowing special
interest directors to be forced on the Company, is destabilizing.
American Express has a very owner-friendly governance structure; no
staggered board, no poison pill, a CalPERS "A" rating and an excellent record of
responding to owners' concerns. The Company hopes that owners will vote against
cumulative voting.
For answers to questions regarding the Company's 1989 proxy materials,
please call Stephen P. Norman, Secretary, please call (212) 640-5583 or fax
him at (212) 640-1085.
