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ITEM 3-SHAREHOLDER PROPOSAL
Mrs. Evelyn Y. Davis, Suite 215, Watergate Office Building, 2600
Virginia Avenue, N.W., Washington, D.C. 20037, record owner of 444
common shares, has advised us that she plans to introduce the following
resolution:
RESOLVED: "That the stockholders of American Express
recommend that the Board of Directors take the necessary steps to
rotate the annual meeting to cities where many shareholders are
located and/or where the Company has major facilities. Cities could
include Washington, D.C., Chicago, Boston, Los Angeles, Houston
and other major cities."
REASONS: For many years now American Express has been
meeting in New York City. At one time many years ago, the
Company used to rotate to cities such as Minneapolis and San
Francisco, but the Company has NOT been rotating in recent
years.
"Shareholders in other parts of the country also would like to meet
management and directors." We like to suggest that American
Express meets every third year in New York and the other two
years in other major cities. "Many major corporations rotate
annually." "The many problems the Company faces make maximum
attendance by outside non-employee shareholders most desirable."
"If you AGREE, please mark your proxy FOR this proposal."
The Board of Directors recommends that you vote AGAINST this
proposal for these reasons:
The Company's By-laws state that the Company's annual meeting of
shareholders shall be held at the principal offices of the Company or at
such other place as may be chosen by the Board of Directors. This year,
as in recent years, the Board of Directors has chosen to hold the annual
meeting at the Company's principal offices in New York City because
the Company's offices are conveniently located for the largest
concentration of the Company's shareholders, employees and retirees and
are well served by many forms of public and private transportation. The
Board of Directors has chosen other meeting sites in the past and may
choose other sites in the future, particularly locations where the
Company has a significant presence, but the Board of Directors objects
to the lack of discretion afforded the Company by the proponent's
rotation proposal. The Board believes it should maintain the flexibility to
decide where annual shareholders meetings should be held based on
such factors as convenience to shareholders, employees and management,
as well as cost and security considerations.
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