VOTING INFORMATION
Record Date
You may vote all shares that you own as of March 6, 2001, which
is the record date for the Annual Meeting. On March 6, 2001, we had
1,333,238,520 common shares outstanding. Each common share is
entitled to one vote on each matter properly brought before the meeting.
Ownership of Shares
You may own common shares either (1) directly in your name as
the shareholder of record, which includes shares purchased through our
Shareholder's Stock Purchase Plan (Purchase Plan) and restricted share
awards (RSAs) issued under our long-term incentive plans for employees
or (2) indirectly through a broker, bank or other holder of record, which
includes shares in the American Express Stock Fund of our Incentive
Savings Plan (ISP).
If your shares are registered directly in your name, you are the
holder of record of these shares and we are sending these proxy
materials directly to you. As the holder of record, you have the right to
give your proxy directly to us or to vote in person at the meeting. If
you hold your shares in a brokerage account or through a bank or other
holder of record, you hold the shares in "street name," and your broker,
bank or other holder of record is sending these proxy materials to you.
As a holder in street name, you have the right to direct your broker,
bank or other holder of record how to vote by filling out a voting
instruction form. Regardless of how you hold your shares, we invite you
to attend the meeting.
How to Vote
Your vote is important. We encourage you to vote promptly. You
may vote in one of the following ways:
By Telephone. If you are located in the U.S., you can vote your
shares by calling the toll-free telephone number on your proxy card. You
may vote by telephone 24 hours a day through Friday, April 20, 2001.
The telephone voting system has easy-to-follow instructions and allows
you to confirm that the system has properly recorded your votes. If you
vote by telephone, you do not need to return your proxy card. If you
are an owner in street name, please follow the instructions that
accompany your proxy materials.
By Internet. You can also vote your shares by the Internet. Your
proxy card indicates the web site you may access for Internet voting.
You may vote by the Internet 24 hours a day through Friday, April 20,
2001. As with telephone voting, you will be able to confirm that the
system has properly recorded your vote. If you are an owner in street
name, please follow the instructions that accompany your proxy
materials. You may incur costs such as telephone and Internet access
charges if you vote by the Internet.
By Mail. If you are a holder of record, you can vote by marking,
dating and signing your proxy card and returning it by mail in the
enclosed postage-paid envelope. If you hold your shares in street name,
please complete and mail the voting instruction card.
At the Annual Meeting. The way you vote your shares now will
not limit your right to change your vote at the Annual Meeting if you
attend in person. If you hold your shares in street name, you must
obtain a proxy, executed in your favor, from the holder of record if you
wish to vote these shares at the Meeting.
All shares that have been properly voted and not revoked will be
voted at the Annual Meeting. If you sign and return your proxy card
without any voting instructions, your shares will be voted as our Board
of Directors recommends.
Revocation of Proxies. You can revoke your proxy at any time
before your shares are voted if you (1) submit a written revocation to
our Secretary, Stephen P. Norman, (2) submit a later-dated proxy (or
voting instructions if you hold shares in street name), (3) provide
subsequent telephone or Internet voting instructions or (4) vote in person
at the Annual Meeting.
Shares Held Under Plans
If you participate in the Purchase Plan, your proxy card shows the
number of shares enrolled in that plan as well as any shares you have
acquired through dividend reinvestment. If you participate in the ISP,
your proxy card may include shares that the plan has credited to your
account. To allow sufficient time for the ISP trustee to vote, the trustee
must receive your voting instructions by April 17, 2001. If the ISP
trustee does not receive your instructions by that date, the trustee will
vote your shares in the same proportion of votes that the trustee receives
from other ISP participants.
Confidential Voting
We maintain the confidentiality of the votes of individual
shareholders. We do not disclose these votes to any member of
management, except if we must disclose them for legal reasons.
However, if a shareholder writes a comment on the proxy card, we
will forward the comment to management. In reviewing the comment,
management may learn how the shareholder voted. In addition, the
Inspectors of Election and selected employees of our independent
tabulating agent may have access to individual votes in the normal
course of counting and verifying the vote.
Quorum and Required Vote
Quorum. We will have a quorum and will be able to conduct the
business of the Annual Meeting if the holders of a majority of the votes
that shareholders are entitled to cast are present at the Meeting, either in
person or by proxy.
Votes Required for Proposals. To elect directors and adopt the
other proposals, the following proportion of votes is required:
- To elect the Directors, a plurality of the votes cast.
- To ratify the selection of our auditors and to adopt the
shareholder proposal, the affirmative vote of a majority of the
votes cast.
Routine and Non-Routine Proposals. New York Stock Exchange
rules determine whether proposals presented at shareholder meetings are
routine or not routine. If a proposal is routine, a broker or other entity
holding shares for an owner in street name may vote for the proposal
without voting instructions from the owner. If a proposal is not routine,
the broker or other entity may vote on the proposal only if the owner
has provided voting instructions. A broker non-vote occurs when the
broker or other entity is unable to vote on a proposal because the
proposal is not routine and the owner does not provide any instructions.
The New York Stock Exchange has informed us that the election of
directors and ratification of the selection of our auditors are routine
items. The Exchange has also informed us that the shareholder proposal
is not a routine item.
How We Count Votes. In determining whether we have a quorum,
we count abstentions and broker non-votes as present and entitled to
vote.
In counting votes on the proposals:
- We do not count abstentions or broker non-votes as votes cast for
the election of Directors, but we do count votes withheld for one
or more nominees as votes cast.
- We do not count abstentions as votes cast on our proposal to
ratify the selection of auditors or the shareholder proposal. Nor
do we count broker non-votes as votes cast on the shareholder
proposal. Abstentions and broker non-votes will have no impact
on the outcome of these proposals.
Multiple Shareholders Sharing the Same Address
In accordance with a notice sent earlier this year to certain street-name shareholders who share a single address, we are sending only one
annual report and proxy statement to that address unless we received
contrary instructions from any shareholder at that address. This practice,
known as "householding," is designed to reduce our printing and postage
costs. However, if any shareholder residing at such an address wishes to
receive a separate annual report or proxy statement in the future, they
may telephone the Secretary at (212) 640-5583 or write to him at
200 Vesey Street, New York, New York 10285-5005. If you are
receiving multiple copies of our annual report and proxy statement, you
can request householding by contacting the Secretary in the same
manner.
Cost of Proxy Solicitation
We will pay the expenses of soliciting proxies. Our Directors,
officers or employees may solicit proxies for us in person, or by
telephone, facsimile or electronic transmission. We have hired Morrow &
Co. to help us distribute and solicit proxies. We will pay Morrow
$17,500 plus expenses for these services.
