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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): March 9, 2021 (March 8, 2021)
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
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New York
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1-7657
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13-4922250
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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)
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Not Applicable
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(Former name or former address, if changed since last report)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares (par value $0.20 per Share)
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AXP
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New York Stock Exchange
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) The Board of Directors of American Express Company (the “Company”) has elected Lisa W. Wardell as a director of the Company, effective March 8, 2021. Ms. Wardell will serve as a member of the Board’s Risk Committee. Ms. Wardell will participate in the compensation program for non-employee directors as described under the heading “Compensation of Directors” in the Company’s definitive proxy statement on Scheduled 14A, filed with the Securities and Exchange Commission on March 24, 2020. A copy of the press release announcing the election of Ms. Wardell is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Ms. Wardell and members of her immediate family are directors, employees and/or have equity interests in companies with whom the Company had entered into ordinary course business relationships prior to her election as a director of the Company and with whom the Company may enter into additional ordinary course relationships from time to time. These may include ordinary course merchant relationships pursuant to which these companies accept the Company’s credit and charge cards and pay the Company fees when their customers use these cards. From time to time, the Company may enter into joint marketing or other relationships with one or more of these companies in the ordinary course that encourage their customers to apply for and use the Company’s products and services. The Company may also provide ordinary course Corporate Card, travel and other payment and financing products and services, including extensions of credit, on terms and conditions similar to those available to other customers generally to some of these companies for which these companies pay fees to the Company. The Company may also engage in other commercial transactions with these companies and pay or receive fees in those transactions.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
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Description
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99.1
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104
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The cover page of this Current Report on Form 8-K, formatted as inline XBRL.
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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.
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AMERICAN EXPRESS COMPANY
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(REGISTRANT)
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By:
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/s/ Kristina V. Fink
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Name: Kristina V. Fink
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Title: Deputy Corporate Secretary
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Date: March 9, 2021
EXHIBIT 99.1
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NEWS RELEASE
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NEWS RELEASE
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NEWS RELEASE
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NEWS RELEASE
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FOR IMMEDIATE RELEASE
American Express Elects Lisa W. Wardell to Board of Directors
New York, New York, March 9, 2021 – American Express Company (NYSE: AXP) today announced that Lisa W. Wardell, Chairman and Chief Executive Officer of Adtalem Global Education Inc., has been elected to its Board of Directors, effective March 8, 2021. Ms. Wardell will also join the Board’s Risk Committee.
“Lisa has extensive experience leading large-scale business transformations, and successfully executing portfolio repositionings in the financial services sector through strategic partnerships, business development and mergers and acquisitions,” said Stephen J. Squeri, Chairman and Chief Executive Officer of American Express. “She also brings her strong expertise in implementing and advancing diversity at global companies, along with her prior regulatory and investment experience, all of which will be key assets for our Board.”
Ms. Wardell has served as President and CEO of Adtalem, a leading provider of workforce solutions and educational services since 2016, and was elected Chairman of the Board in 2019. Ms. Wardell has led the acquisition and integration of companies in Adtalem’s financial services vertical, including ACAMS, the largest membership organization for Anti-Financial Crime professionals globally, as well as the turnaround and sale of Adtalem’s non-core assets. She has also focused the company on enhancing the diverse representation of its senior leadership and Board.
Prior to Adtalem, Ms. Wardell was Executive Vice President and Chief Operating Officer of The RLJ Companies, a strategic investment firm, where she was responsible for strategic partnerships, mergers and acquisitions, business strategy, operations and finance. She previously served as a principal at private-equity firm Katalyst Venture Partners, which invested in technology start-up companies; was a senior consultant in Accenture’s communications and technology strategic services practice; and served as an attorney in the commercial wireless division of the Federal Communications Commission.
Ms. Wardell currently serves on the boards of Lowe’s Companies Inc. and THINK450, the innovation and business development arm of the National Basketball Players Association. She is also a member of the Executive Committee of The Business Council, The Executive Leadership Council, and CEO Action for Diversity and Inclusion. She was named by Black Enterprise magazine as one of the “300 Most Powerful Executives in Corporate America” in 2017 and has been featured on CNBC as well as in The Wall Street Journal, Washington Post, Business Insider and other publications.
Ms. Wardell received a bachelor’s degree from Vassar College and a law degree from Stanford University. She received an MBA from the University of Pennsylvania’s Wharton School of Business.
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CONTACTS:
AMERICAN EXPRESS
Leah Gerstner
212-640-3174
Leah.M.Gerstner@aexp.com
Andrew Johnson
212-640-8610
Andrew.R.Johnson@aexp.com
ABOUT AMERICAN EXPRESS
American Express is a globally integrated payments company, providing customers with access to products, insights and experiences that enrich lives and build business success. Learn more at americanexpress.com and connect with us on facebook.com/americanexpress, instagram.com/americanexpress, linkedin.com/company/american-express, twitter.com/americanexpress, and youtube.com/americanexpress.
Key links to products, services and corporate responsibility information: charge and credit cards, business credit cards, travel services, gift cards, prepaid cards, merchant services, Accertify, InAuth, corporate card, business travel, and corporate responsibility.
Source: American Express Company
Location: Global
