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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): October 6, 2022 (October 5, 2022)
 
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
   
New York 1-7657 13-4922250
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
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)
Not Applicable
(Former name or former address, if changed since last report)
 

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):
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares (par value $0.20 per Share) AXP New York Stock Exchange
 
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. ☐





Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d)     The Board of Directors of American Express Company (the “Company”) elected Walter Joseph “Jay” Clayton as a director of the Company, effective October 5, 2022. A copy of the press release announcing the election of Mr. Clayton is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Clayton and members of his 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 his 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.

Mr. Clayton 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 18, 2022.


Item 9.01    Financial Statements and Exhibits

(d) Exhibits
ExhibitDescription
99.1
104The 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.
 
 AMERICAN EXPRESS COMPANY
 (REGISTRANT)
   
 By:/s/ Kristina V. Fink
  Name:  Kristina V. Fink
  Title:    Corporate Secretary
 
Date: October 6, 2022
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EXHIBIT 99.1
NEWS RELEASENEWS RELEASENEWS RELEASENEWS RELEASE
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FOR IMMEDIATE RELEASE
American Express Elects Jay Clayton to Board of Directors

New York, New York, October 6, 2022 – American Express Company (NYSE: AXP) today announced that Walter Joseph “Jay” Clayton has been elected to its Board of Directors, effective October 5, 2022. Mr. Clayton served as the Chairman of the U.S. Securities and Exchange Commission (SEC) between 2017 and 2020 and is currently a Senior Policy Advisor and Of Counsel at Sullivan & Cromwell LLP.
“Jay’s deep regulatory and legal expertise and knowledge in financial markets, along with his extensive experience advising organizations on corporate governance matters, will make him a tremendous asset to our Board,” said Stephen J. Squeri, Chairman and Chief Executive Officer of American Express. “I look forward to benefiting from his valuable perspective on our Board as we execute against the company’s growth plan.”
As the 32nd Chairman of the SEC, Mr. Clayton focused on modernizing the regulation and oversight of financial markets to enhance transparency for individual investors and access to capital for businesses, and adapting to advances in technology. During his tenure as Chairman, he also was a member of the President’s Working Group on Financial Markets, the Financial Stability Board, the International Organization of Securities Commissions, and the Financial Stability Oversight Council.
Prior to his government service, Mr. Clayton spent over 20 years at Sullivan & Cromwell, where he was a member of the management committee, co-managing partner of the General Practice Group, and co-head of the Cybersecurity Group. He specialized in mergers and acquisitions, capital markets offerings, and other transactions, while also serving as an adviser to numerous companies on legal and regulatory matters. He rejoined the firm in 2021 in his current role as Senior Policy Advisor and Of Counsel and is focused on advising corporations and public institutions on governance, markets, and regulatory matters.
Mr. Clayton also serves as Non-Executive Chairman of the Board of Directors of Apollo Global Management Inc. He also is a member of the Federal Deposit Insurance Corp.’s Systemic Resolution Advisory Committee.

Mr. Clayton received a B.S. in engineering from the University of Pennsylvania, a B.A. and M.A. in Economics from the University of Cambridge, and a J.D. from the University of Pennsylvania Law School.
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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: personal cards, business cards, travel services, gift cards, prepaid cards, merchant services, Accertify, Kabbage, Resy, corporate card, business travel, diversity and inclusion, corporate responsibility and Environmental, Social, and Governance reports.

Source: American Express Company
Location: Global


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