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AmEx (NYSE: AXP) investors back board and pay while rejecting proposals

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

American Express Company held its Annual Meeting of Shareholders on May 5, 2026, where a quorum was present. All 13 director nominees, including Stephen J. Squeri and Michael J. Angelakis, received a majority of votes cast and were elected.

Shareholders strongly approved the ratification of PricewaterhouseCoopers LLP as independent auditor for 2026, with 575,150,553 votes for, or 94.96% of votes cast. An advisory resolution on executive compensation also passed with 514,533,900 votes for, representing 93.32% of votes cast.

Two shareholder proposals received minimal support and did not pass. A proposal requesting a report on coverage of transgender healthcare treatments for minors received 0.42% of votes cast in favor, and a proposal on political bias risk oversight received 0.86% of votes cast in favor.

Positive

  • None.

Negative

  • None.

Insights

Shareholders backed AmEx’s board, pay practices and auditor, while decisively rejecting two social-policy proposals.

American Express shareholders elected all 13 director nominees with clear majority support, indicating broad backing for the existing board. The advisory vote on executive compensation passed with 93.32% support, suggesting shareholders are generally comfortable with current pay structures.

Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026 received 94.96% support, reinforcing confidence in the company’s audit oversight. Two shareholder proposals on transgender healthcare coverage for minors and political bias risk oversight drew less than 1% support each, signaling limited investor appetite for these particular governance changes.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Auditor ratification support 575,150,553 votes (94.96% for) PricewaterhouseCoopers LLP as 2026 independent auditor
Say-on-pay support 514,533,900 votes (93.32% for) Advisory resolution on executive compensation
Transgender healthcare proposal support 2,337,250 votes (0.42% for) Proposal on coverage of transgender healthcare for minors
Political bias oversight proposal support 4,726,442 votes (0.86% for) Proposal on political bias risk oversight
Votes for Christopher D. Young 534,005,221 votes for Election of directors item
Broker non-votes on key items 53,657,439 broker non-votes Items including director elections and proposals
broker non-votes financial
"Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory resolution approving executive compensation financial
"Votes regarding an advisory resolution approving executive compensation were as follows"
shareholder proposal financial
"Votes on a shareholder proposal requesting a report on coverage of transgender healthcare treatments for minors were as follows"
A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.
Annual Meeting of Shareholders financial
"The Annual Meeting of Shareholders of American Express Company was held on May 5, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
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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): May 7, 2026 (May 5, 2026)
 
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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares (par value $0.20 per Share)AXPNew York Stock Exchange
3.433% Fixed-to-Floating Rate Notes due May 20, 2032AXP32New 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 5.07Submission of Matters to a Vote of Security Holders

(a)    The Annual Meeting of Shareholders of American Express Company (the “Company”) was held on May 5, 2026. A quorum was present at the meeting as required by the Company’s By-laws. The matters that were voted upon at the meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present but were not counted as votes cast on any matter. For matters 2-5, the percentages for and against each matter reflect all of the votes cast.

(b)
1.    Election of Directors.
VOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
Michael J. Angelakis544,746,2417,126,1393,912,39853,657,439
Thomas J. Baltimore448,760,573103,113,2433,910,96253,657,439
John J. Brennan547,318,5454,548,1833,918,05053,657,439
Theodore J. Leonsis532,432,78618,479,0404,872,95253,657,439
Deborah P. Majoras546,866,9224,777,6724,140,18453,657,439
Karen L. Parkhill551,277,078628,6373,879,06353,657,439
Charles E. Phillips543,910,7547,962,4253,911,59953,657,439
Lynn A. Pike542,259,9779,653,6763,871,12553,657,439
Randal K. Quarles550,398,3941,460,3053,926,07953,657,439
Stephen J. Squeri529,962,60020,078,6265,743,55253,657,439
Noel Wallace543,030,0178,843,9203,910,84153,657,439
Lisa W. Wardell551,202,935683,0743,898,76953,657,439
Christopher D. Young534,005,22117,722,5974,056,96053,657,439

All 13 of the Company's nominees for director received over a majority of votes cast.
2.    Votes regarding ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 were as follows:
VOTES FOR
% FOR

VOTES
AGAINST		% AGAINST
ABSTENTIONS
BROKER
NON-VOTES
575,150,55394.96%30,468,1875.03%3,823,477—
3.    Votes regarding an advisory resolution approving executive compensation were as follows:
VOTES FOR
% FOR

VOTES
AGAINST		% AGAINST
ABSTENTIONS
BROKER
NON-VOTES
514,533,90093.32%36,826,1606.67%4,424,71853,657,439
4.    Votes on a shareholder proposal requesting a report on coverage of transgender healthcare treatments for minors were as follows:
VOTES FOR
% FOR

VOTES
AGAINST		% AGAINST
ABSTENTIONS
BROKER
NON-VOTES
2,337,2500.42%545,381,23299.57%8,066,29653,657,439
5.    Votes on a shareholder proposal regarding political bias risk oversight were as follows:
VOTES FOR
% FOR

VOTES
AGAINST		% AGAINST
ABSTENTIONS
BROKER
NON-VOTES
4,726,4420.86%543,455,68699.13%7,602,65053,657,439
-2-

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/ James J. Killerlane III
  Name:  James J. Killerlane III
  Title:    Corporate Secretary
 
Date: May 7, 2026
-3-

Source: View Original Filing on SEC EDGAR

FAQ

What did American Express (AXP) shareholders decide at the 2026 annual meeting?

Shareholders elected all 13 director nominees, ratified PricewaterhouseCoopers LLP as the 2026 independent auditor, approved the advisory vote on executive compensation, and rejected two shareholder proposals on transgender healthcare coverage and political bias risk oversight.

Were all American Express (AXP) director nominees elected in 2026?

Yes. All 13 American Express director nominees received majority support. For example, Stephen J. Squeri received over 529 million votes for, and several other nominees, such as Karen L. Parkhill and Lisa W. Wardell, received more than 551 million votes in favor.

How did American Express (AXP) shareholders vote on the 2026 auditor ratification?

Shareholders strongly ratified PricewaterhouseCoopers LLP as American Express’s independent registered public accounting firm for 2026, with 575,150,553 votes for, representing 94.96% of votes cast, and 30,468,187 votes against, or 5.03% of votes cast, plus 3,823,477 abstentions.

What level of support did American Express (AXP) executive pay receive in 2026?

The advisory resolution approving American Express executive compensation passed with 514,533,900 votes for, or 93.32% of votes cast. Votes against totaled 36,826,160, or 6.67%, with 4,424,718 abstentions and 53,657,439 broker non-votes recorded for this item.

How did American Express (AXP) shareholders vote on the transgender healthcare report proposal?

The shareholder proposal requesting a report on coverage of transgender healthcare treatments for minors received very limited support, with 2,337,250 votes for, or 0.42% of votes cast, versus 545,381,232 votes against, or 99.57%, plus 8,066,296 abstentions and 53,657,439 broker non-votes.

What was the outcome of the political bias risk oversight proposal at American Express (AXP)?

The shareholder proposal regarding political bias risk oversight was rejected. It received 4,726,442 votes for, or 0.86% of votes cast, and 543,455,686 votes against, or 99.13%, along with 7,602,650 abstentions and 53,657,439 broker non-votes on this matter.

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