UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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-12
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)
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:
___________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________
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):
___________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
5) Total fee paid:
___________________________________________________________________________
[_] 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:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
The following has been communicated to shareholders of American Express Company
on or about March 15, 2004:
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AMERICAN EXPRESS
TELEPHONE VOTING
FOR NON-EMPLOYEE SHAREHOLDERS
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[Telephone 1-866-894-0538]
SPEECH 1: Welcome.
Please enter the control number located in the lower right hand
corner of the Proxy Card.
[If shareholder inserts an incorrect number then the following:
"That was an invalid entry. Please enter the control number
located in the lower right hand corner of the Proxy Card."]
SPEECH 2: To vote as the AMERICAN EXPRESS board recommends on all items
PRESS 1 now. To vote on each item separately PRESS 0 now.
SPEECH 2A: You have voted as the board recommended. If this is correct,
PRESS 1. If incorrect PRESS 0.
SPEECH 3: ITEM 1
To vote FOR ALL nominees, PRESS 1. To WITHHOLD from ALL NOMINEES
PRESS 9.
To WITHHOLD from an INDIVIDUAL NOMINEE PRESS 0. Make your
selection now.
SPEECH 4: Enter the two-digit number that appears next to the NOMINEE you
do NOT WISH to vote for.
SPEECH 5: PRESS 1 to WITHHOLD from another NOMINEE or PRESS 0 if you have
completed voting on Directors.
SPEECH 6: ITEM 2
To vote
FOR, PRESS 1
AGAINST, PRESS 9
ABSTAIN, PRESS 0
SPEECH 7: ITEM 3
To vote
FOR, PRESS 1
AGAINST, PRESS 9
ABSTAIN, PRESS 0
SPEECH 8: ITEM 4
To vote
FOR, PRESS 1
AGAINST, PRESS 9
ABSTAIN, PRESS 0
SPEECH 9A: Your votes have been cast as follows:
ITEM 1
FOR ALL or WITHHOLD ALL or FOR ALL EXCEPT #
ITEM 2
FOR, AGAINST, ABSTAIN
ITEM 3
FOR, AGAINST, ABSTAIN
ITEM 4
FOR, AGAINST, ABSTAIN
If this is correct, PRESS 1. If incorrect, PRESS 0.
CLOSING B: ** Your votes have been canceled. Please call again, or mark, sign,
date and return your proxy card in the envelope provided. Goodbye.
SPEECH 10: *** If you wish to access future Annual Reports and Proxy Statements
via the Internet and discontinue receiving these documents by
mail, please grant your consent by pressing 1.
If not press 0.
SPEECH 10A: If you have received more than one Proxy Card, you must vote each
card separately. If you would like to vote another proxy, PRESS 1
now. To end this call PRESS 0 now.
SPEECH 11 Thank you for voting
** Closing B - if shareholder indicates their vote was incorrect.
*** Optional to save future production and postage costs, or to obtain
attendance information.
Error message: Please call again, or mark, sign, date and return your proxy
in the envelope provided. Goodbye.
The following has been communicated to shareholders of American Express Company
on or about March 15, 2004:
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INTERNET VOTING INSTRUCTIONS
FOR NON-EMPLOYEE SHAREHOLDERS
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[http://www.proxyvoting.com/axp]
[Page 1]
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[Logo of American Express /R/]
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Welcome to the
American Express Company
2004 Proxy Voting Site
Internet voting is available through 4pm Eastern Time on Tuesday,
April 20, 2004 for shares held in employee plans and through
4pm Eastern Time on Sunday, April 25, 2004 for all other shares.
If you prefer to vote by telephone,
please call toll-free 1-866-894-0538.
Click here to continue to the secure voting site.
If your browser does not support SSL encryption, CLICK HERE [link].
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[Page 2]
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[Logo of American Express /R/]
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Enter your 11-digit control number located in the lower right hand corner of
the Proxy Card: xxxxxxxxxxx
Click Here To Begin [link]
Do not enter any spaces.
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[If the shareholder enters an invalid number: "There was an error in your
control number entry. Please use the back button and RETRY."]
[Page 3]
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[Logo of American Express /R/]
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Your Internet vote authorizes the Proxies to vote your shares in the same
manner as if you marked, signed, dated and returned your Proxy Card.
AMERICAN EXPRESS COMPANY
Proxy Solicited on Behalf of the Board of Directors
for Annual Meeting on April 26, 2004
The undersigned hereby appoints Gary L. Crittenden, Stephen P. Norman and Louise
M. Parent, or any of them, proxies or proxy, with full power of substitution, to
vote all common shares of American Express Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held at the AXP
Financial Center, Market Garden, 2nd Floor, 707 2nd Avenue South,
Minneapolis, Minnesota 55474, on April 26, 2004 at 10:00 A.M., Central Time, and
at any adjournment(s) of the Meeting, as indicated on the proxy card with
respect to the proposals set forth in the Proxy Statement, and in their
discretion upon any matter that may properly come before the Meeting or any
adjournment(s) of the Meeting. The undersigned hereby revokes any proxies
submitted previously.
Notice to employees participating in the AMERICAN EXPRESS INCENTIVE SAVINGS
PLAN, the EMPLOYEE STOCK OWNERSHIP PLAN OF AMEX CANADA, INC., or the AEFA STOCK
PURCHASE PROGRAM:
These shares will be voted as you instruct if your proxy card, telephone, or
Internet voting instructions are received on or before April 20, 2004, by Mellon
Investor Services LLC, which is acting on behalf of the Trustees of these three
Plans.
If Mellon Investor Services LLC does not receive your voting instructions by
April 20, 2004, the following conditions will apply: the ISP Trustee will vote
your Plan shares in the same proportion as it votes all other shares in the Plan
for which it has received timely voting instructions; the Trustee of the ESOP of
Amex Canada and the broker holding shares in the AEFA Stock Purchase Program
will not vote your shares.
Before you vote, if you would like to review
the Annual Report and Proxy Statement - CLICK HERE [link].
Return by simply closing the newly opened browser window.
The Board of Directors recommends a vote
FOR Items 1 and 2,
and AGAINST Items 3 and 4.
Click Here To Vote As The Board Of Directors Recommends [link]
Click Here To Vote Individually On Each Item [link]
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[Page 4A]
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[Logo of American Express /R/]
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I Vote As The Board Recommends
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PLEASE RESPOND TO THE QUESTION BELOW. THEN SCROLL
TO THE END OF THE PAGE TO REGISTER YOUR VOTE.
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Yes [_] No [_]
I consent to view all future Annual Reports and Proxy Statements online. I
understand that the Company may no longer distribute printed materials to me for
any future stockholders meeting until my consent is revoked. I understand that I
may revoke my consent at any time by contacting the Company's transfer agent,
Mellon Investor Services LLC, Ridgefield Park, NJ. I also understand that costs
normally associated with electronic access, such as Internet access and
telephone charges, will be my responsibility.
You may use the comment section if you have written comments
or wish to notify us of a change of address.
Comments: (150 characters)
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In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting, or at any adjournment(s)
thereof.
Click Here To Register Your Vote [link]
BACK [link]
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[Page 4B]
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[Logo of American Express /R/]
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To Vote Separately On Each Item - Check The Boxes Below:
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The Board recommends a vote FOR Items 1 and 2.
ITEM 1 Election of Directors
FOR ALL NOMINEES [_]
WITHHOLD FROM ALL NOMINEES [_]
FOR the slate except vote WITHHELD from the following nominees(s) [_]
[_] 01 D.F. Akerson
[_] 02 C. Barshefsky
[_] 03 W.G. Bowen
[_] 04 U.M. Burns
[_] 05 K.I. Chenault
[_] 06 P.R. Dolan
[_] 07 V.E. Jordan, Jr.
[_] 08 J. Leschly
[_] 09 R.A. McGinn
[_] 10 E.D. Miller
[_] 11 F.P. Popoff
[_] 12 R.D. Walter
ITEM 2 Proposal to ratify selection of Ernst & Young LLP as Independent
Auditors.
For [_] Against [_] Abstain [_]
The Board recommends a vote AGAINST Items 3 and 4.
ITEM 3 Shareholder proposal to establish six-year term limits for directors.
For [_] Against [_] Abstain [_]
ITEM 4 Shareholder proposal requesting a separate annual report describing the
Company's political contributions.
For [_] Against [_] Abstain [_]
PLEASE RESPOND TO THE QUESTION BELOW. THEN SCROLL
TO THE END OF THE PAGE TO REGISTER YOUR VOTE.
Yes [_] No [_]
I consent to view all future Annual Reports and Proxy Statements online. I
understand that the Company may no longer distribute printed materials to me for
any future stockholders meeting until my consent is revoked. I understand that I
may revoke my consent at any time by contacting the Company's transfer agent,
Mellon Investor Services LLC, Ridgefield Park, NJ. I also understand that costs
normally associated with electronic access, such as Internet access and
telephone charges, will be my responsibility.
You may use the comment section if you have written comments
or wish to notify us of a change of address.
Comments: (150 characters)
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In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the Meeting, or at any adjournment(s)
thereof.
Click Here To Register Your Vote [link]
BACK [link]
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[Page 5]
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[Logo of American Express /R/]
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THANK YOU FOR VOTING ELECTRONICALLY
Voting Summary
Your Registration Number: xxxxxxxxxxx
ITEM 1:
You Voted: [your response here]
-OR-
You Voted: For All Except: [name of director(s)]
ITEM 2:
You Voted: For/Against/Abstain
ITEM 3:
You Voted: For/Against/Abstain
ITEM 4:
You Voted: For/Against/Abstain
ELECTRONIC ACCESS: I consent to view all future Annual Reports and Proxy
Statements electronically via the Internet at a web page which will be
disclosed to me.
-OR-
ELECTRONIC ACCESS: I do not consent to view all future Annual Reports and
Proxy Statements electronically via the Internet.
COMMENTS:
THANK YOU FOR VOTING
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If any of the above information is incorrect, return to the proxy ballot form by
using the BACK feature of your browser program.
To vote another Proxy - CLICK HERE [link]
If the above information is correct, you do NOT need to mail back your proxy
card. Please exit your browser program as you normally do.
The following has been communicated to the employees of American Express Company
on March 22, 2004:
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EMAIL TO EMPLOYEES OF AMERICAN EXPRESS COMPANY
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From: vdirect@melloninvestor.com
To: [employee's email address]
cc:
Subject: American Express Company 2004 Proxy Material
Dear American Express Employee,
The 2004 Annual Meeting of Shareholders of American Express Company will be held
at the AXP Financial Center, 707 2/nd/ Avenue South, Minneapolis, Minnesota
55474, on April 26, 2004 at 10:00 A.M., Central Time.
As a shareholder of American Express Company, you are entitled to vote the
American Express Company shares held in your name, whether as a participant in
the American Express Incentive Savings Plan ("ISP"), the Employee Stock
Ownership Plan of Amex Canada, Inc., or the AEFA Stock Purchase Program. You can
vote these shares by connecting to the secure electronic voting site at:
http://www.eproxy.com/axp.
To enter the electronic voting site you will need a control number.
YOUR CONTROL NUMBER IS: xxxxxxxxxxx
Your shares will be voted as you instruct if your voting instructions are
received before Tuesday, April 20, 2004, 4:00 P.M., Eastern Time, by Mellon
Investor Services LLC, which is acting on behalf of the Trustees of these three
Plans. If Mellon Investor Services LLC does not receive your voting instructions
by that time, the following conditions will apply: the ISP Trustee will vote
your Plan shares in the same proportion as it votes all other shares in the Plan
for which it has received timely voting instructions; the Trustee of the ESOP of
Amex Canada and the broker holding shares in the AEFA Stock Purchase Program
will not vote your shares.
Before voting, however, please review the Company's 2003 Annual Report to
Shareholders and the 2004 Proxy Statement. The voting site provides a link to
both documents.
Employees who would like to receive a printed copy of the Annual Report and
Proxy Statement can send a request via e-mail to John Nowak in the Secretary's
Office. Please be sure to provide your interoffice mail code and office address
in your message.
We encourage you to vote promptly. Your vote is important.
Thank you.
Stephen P. Norman
Secretary & Corporate Governance Officer
American Express Company
Each Employee Shareholder receives the following response upon successful
completion of his or her vote:
From: vdirect@melloninvestor.com
To: [employee's email address]
cc:
Subject: Proxy Vote Confirmation - American Express Company
Thank you for using VoteDirect.
Mellon Investor Services
The following has been communicated to employee shareholders of American Express
Company on March 22, 2004:
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INTERNET VOTING INSTRUCTIONS
FOR EMPLOYEE SHAREHOLDERS
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[www.eproxy.com/axp]
[Page 1]
[Logo of American Express /R/]
ANNUAL REPORT AND PROXY STATEMENT [link to American Express Company
Annual Report and Proxy Statement]
WELCOME TO ON-LINE PROXY VOTING FOR AMERICAN EXPRESS COMPANY
Internet voting is available through 4pm Eastern Time on Tuesday, April 20, 2004
for shares held in employee plans and through 4pm Eastern Time on Sunday, April
25, 2004 for all other shares. If you prefer to vote by telephone, call
toll-free 1-866-894-0538.
Please click on the proceed button below to continue to the secure voting site.
PROCEED [link]
[Page 2]
[Logo of American Express /R/]
ANNUAL REPORT AND PROXY STATEMENT [link to American Express Company
Annual Report and Proxy Statement]
Please enter the 11-digit control number provided to you.
Do not enter any spaces in the control number field. xxxxxxxxxxx
[If control number is omitted, voter is notified that "We were unable to
authenticate you. Please enter the appropriate information and click on the
Submit button."]
SUBMIT [link]
[Page 3]
[Logo of American Express /R/]
ANNUAL REPORT AND PROXY STATEMENT [link to American Express Company
Annual Report and Proxy Statement]
FOLLOW THE 3 EASY STEPS:
1. REVIEW THE PROXY MATERIALS BELOW
ANNUAL REPORT AND PROXY STATEMENT [link]
2. READ THE FOLLOWING STATEMENT AND CHECK THE BOX.
[_] I acknowledge that I have had the opportunity to review the Annual Report
and Proxy Statement.
3. CLICK ON THE PROCEED BUTTON TO CONTINUE.
PROCEED [link]
[If acknowledgement is omitted, voter is notified that "You must check the box
confirming that you have had the opportunity to review the proxy materials."]
[Page 4]
[Logo of American Express /R/]
ANNUAL REPORT AND PROXY STATEMENT [link to American Express Company
Annual Report and Proxy Statement]
You are voting the following shares on this proxy card:
REGISTRATION SHARES
[shareholder name [shareholder's share information
and mailing address] xxxxxx.xxxx shares]
PROCEED [link]
[Page 5]
[Logo of American Express /R/]
ANNUAL REPORT AND PROXY STATEMENT [link to American Express Company
Annual Report and Proxy Statement]
PROXY
AMERICAN EXPRESS COMPANY
Proxy Solicited on Behalf of the Board of Directors
For Annual Meeting on April 26, 2004
The undersigned hereby appoints Gary L. Crittenden, Stephen P. Norman and Louise
M. Parent, or any of them, proxies or proxy, with full power of substitution, to
vote all common shares of American Express Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held at the AXP
Financial Center, Market Garden, 2nd Floor, 707 2nd Avenue South, Minneapolis,
Minnesota 55474, on April 26, 2004 at 10:00 A.M., Central Time, and at any
adjournment(s) of the Meeting, as indicated below with respect to the proposals
set forth in the Proxy Statement, and in their discretion upon any matter that
may properly come before the Meeting or any adjournment(s) of the Meeting. The
undersigned hereby revokes any proxies submitted previously.
NOTICE TO EMPLOYEES PARTICIPATING IN THE AMERICAN EXPRESS INCENTIVE SAVINGS
PLAN, THE EMPLOYEE STOCK OWNERSHIP PLAN OF AMEX CANADA, INC., OR THE AEFA STOCK
PURCHASE PROGRAM:
These shares will be voted as you instruct if your proxy voting instructions are
received on or before April 20, 2004, by Mellon Investor Services LLC, which is
acting on behalf of the Trustees of these three Plans.
If Mellon Investor Services LLC does not receive your voting instructions by
April 20, 2004, the following conditions will apply: the ISP Trustee will vote
your Plan shares in the same proportion as it votes all other shares in the Plan
for which it has received timely voting instructions; the Trustee of the ESOP of
Amex Canada and the broker holding shares in the AEFA Stock Purchase Program
will not vote your shares.
This proxy, when properly executed, will be voted in the manner indicated by the
undersigned shareholder. If no voting instructions are indicated, this proxy
will be voted FOR Items 1 and 2 and AGAINST Items 3 and 4.
The Board of Directors recommends a vote FOR Items 1 and 2 and AGAINST Items 3
and 4.
YOU MAY SUBMIT YOUR VOTE AS THE BOARD OF DIRECTORS RECOMMENDS BY CLICKING THIS
BUTTON.
SUBMIT YOUR VOTE [link]
OR
Item 1 - Election of Directors:
[_] FOR ALL NOMINEES
[_] WITHHOLD FROM ALL NOMINEES
FOR the slate, except vote WITHHELD from the following nominee(s):
[_] (01) D.F. Akerson
[_] (02) C. Barshefsky
[_] (03) W.G. Bowen
[_] (04) U.M. Burns
[_] (05) K.I. Chenault
[_] (06) P.R. Dolan
[_] (07) V.E. Jordan, Jr.
[_] (08) J. Leschly
[_] (09) R.A. McGinn
[_] (10) E.D. Miller
[_] (11) F.P. Popoff
[_] (12) R.D. Walter
Item 2 - Proposal to ratify selection of Ernst & Young LLP as Independent
Auditors.
[_] For
[_] Against
[_] Abstain
Item 3 - Shareholder proposal to establish six-year term limits for directors.
[_] For
[_] Against
[_] Abstain
Item 4 - Shareholder proposal requesting a separate annual report describing the
Company's political contributions.
[_] For
[_] Against
[_] Abstain
*****
To submit your vote please click the button below.
(YOUR VOTE WILL NOT BE COUNTED UNTIL THE SUBMIT YOUR VOTE BUTTON IS CLICKED.)
SUBMIT YOUR VOTE [link]
[Page 6]
[Logo of American Express /R/]
Annual Report and Proxy Statement [link to American Express Company
Annual Report and Proxy Statement]
Voter Control Number: xxxxxxxxxxx
YOU HAVE VOTED YOUR PROXY IN THE FOLLOWING MANNER:
ITEM 1 - Election of Directors
[voter's response]
-OR-
For all nominees, (except those listed below)
[name of director(s)]
ITEM 2 - Proposal to ratify selection of Ernst & Young LLP as Independent
Auditors.
[voter's response]
ITEM 3 - Shareholder proposal to establish six-year term limits for directors.
[voter's response]
ITEM 4 - Shareholder proposal requesting a separate annual report describing the
Company's political contributions.
[voter's response]
Please review your vote.
If this IS NOT how you intended to vote, please use the Back button on your
browser, change your vote and resubmit.
If this IS how you intended to vote, please click the Proceed button.
PROCEED [link]
[Page 7]
[Logo of American Express /R/]
Annual Report and Proxy Statement [link to American Express Company Annual
Report and Proxy Statement]
Your vote has been successfully recorded and will be tabulated by Mellon
Investor Services within 24 hours. It is not necessary for you to mail in your
card. Thank you for voting.
If you wish to submit comments to American Express, click the button below.
SUBMIT COMMENTS [link]
[Page 8]
[Logo of American Express /R/]
Annual Report and Proxy Statement [link to American Express Company
Annual Report and Proxy Statement]
Please enter an appropriate subject, identify yourself and enter your comments
in the box below. Press the Submit button to send your comments.
Your Name:
E-mail address:
Daytime Phone:
Subject:
Your comments:
SUBMIT COMMENTS [link]
[Page 9]
[Logo of American Express /R/]
ANNUAL REPORT AND PROXY STATEMENT [link to American Express Company
Annual Report and Proxy Statement]
Thank you for your comments!
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