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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] 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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
Form of letter American Express Company may use in opposing a shareholder
proposal relating to cumulative voting.
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March __, 1999
[Institution]
Dear [ ]:
Re: 1999 American Express Proxy Statement:
Shareholder Proposal on Cumulative Voting
By now your firm should have received American Express Company's 1999
proxy materials.
For the seventh consecutive year and the 10th year in the last 12, we
are faced with the identical shareholder proposal on cumulative voting.
We would ask that [your firm] join the American Express Board of
Directors in opposing this proposal. The Company feels that cumulative voting
represents a threat to the unity of the Board of Directors by permitting
shareholders to stack their votes behind a single special interest candidate.
Such a development would be highly disruptive to our Board - or any board - that
is trying to act collaboratively for the interests of the shareholders as a
whole.
<PAGE>
Page 2
In support of our position that cumulative voting is not needed at
American Express, our Board of Directors has adopted 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. In this regard we
have adopted policies preventing the repricing of stock options without
shareholder approval, prohibiting the grant of below-market options and limiting
the use of restricted shares.
If you have any questions about our governance policies, please call
me at (212) 640-5583 or fax me at (212) 640-1085.
Sincerely,
/s/ Stephen P. Norman
Stephen P. Norman
Secretary
