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): September 27, 2024 (September 25, 2024)
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
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| 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:
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| 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. ☐
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 25, 2024, the Board of Directors of American Express Company (the “Company”) amended Section 2.4 of the Company’s By-Laws, effective immediately, to provide further detail regarding the effect of abstentions and broker non-votes on the shareholder vote required to approve corporate actions. The foregoing description of the amendment to the By-Laws is qualified in its entirety by the text of the By-Laws, as amended, a copy of which is attached hereto as Exhibit 3.1 incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| | | | | |
| Exhibit | Description |
| 3.1 | |
| 104 | The cover page of this Current Report on Form 8-K, formatted as inline XBRL |
SIGNATURES
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 |
| | (REGISTRANT) |
| | | |
| | By: | /s/ James J. Killerlane III |
| | | Name: James J. Killerlane III |
| | | Title: Corporate Secretary |
Date: September 27, 2024
