Company Name: American Express Co.
Public Availability Date: December 19, 2007
Document Sections:
INQUIRY LETTER
STAFF REPLY LETTER
INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER
[INQUIRY LETTER]
December 18, 2007
Securities and Exchange Commission
Office of Chief Counsel
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
Re: Stockholder Proposal Submitted by Mr. Thomas Strobhar
Ladies and Gentlemen:
This letter is in reference to American Express Company's request for no action,
dated December 15, 2007 with respect to the proposal dated November 12, 2007
(the "Proposal") from Mr. Thomas Strobhar (the "Proponent") for inclusion in the
proxy materials for the Company's 2008 Annual Meeting of Stockholders (the "2008
Annual Meeting").
Mr. Strobhar has given written notice to the Company that he has withdrawn the
Proposal. Accordingly, American Express Company hereby withdraws its no action
request of December 15, 2007. Should you have any questions, or should you
require any additional information regarding the foregoing, please do not
hesitate to contact me at (212) 640-5583.
Please acknowledge receipt of this letter by stamping and returning the enclosed
receipt copy of this letter. Thank you for your prompt attention to this manner.
Very truly yours,
/s/
Stephen P. Norman
Corporate Secretary
American Express Company
[STAFF REPLY LETTER]
December 13, 2007
Mr. Stephen P. Norman
American Express Company
200 Vesey Street
World Financial Center
New York, New York 10285-5005
Dear Mr. Norman:
Thank you for your letter of December 4th. I will withdraw the resolution I
submitted earlier this year concerning charitable contributions.
Thank you for your informative and prompt response.
Sincerely,
/s/
Thomas Strobhar
[INQUIRY LETTER]
December 14, 2007
Securities and Exchange Commission
Office of Chief Counsel
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
Re: Stockholder Proposal Submitted by Mr. Thomas Strobhar
Ladies and Gentlemen:
American Express Company (the "Company") received on November 15, 2007 a
proposal dated November 12, 2007 (the "Proposal") from Mr. Thomas Strobhar (the
"Proponent") for inclusion in the proxy materials for the Company's 2008 Annual
Meeting of Stockholders (the "2008 Annual Meeting"). The Proposal is attached to
this letter as Exhibit A. The Company hereby requests confirmation that the
staff of the Division of Corporation Finance (the "Division") will not recommend
enforcement action if the Company excludes the Proposal from its proxy materials
for the 2008 Annual Meeting for the reasons set forth in this letter.
GENERAL
The 2008 Annual Meeting is scheduled to be held on April 28, 2008. The Company
intends to file its preliminary proxy materials with the Securities and Exchange
Commission ("SEC") on or about February 22, 2008 and its definitive proxy
materials with the SEC on or about March 10, 2008, and to commence mailing to
its stockholders on or about such date.
Pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), enclosed please find:
1. Six copies of this letter, which includes an explanation of why the Company
believes it may exclude the Proposal; and
2. Six copies of the Proposal.
A copy of this letter is also being sent to the Proponent as notice that the
Company intends to exclude the Proposal from the Company's proxy materials for
the 2008 Annual Meeting.
[APPENDIX 1]
November 12, 2007
Mr. Stephen P. Norman
Corporate Secretary
American Express Company
200 Vesey Street
New York, NY 10285
Dear Mr. Norman:
I am the current owner of 50 shares of American Express Company stock. I have
continuously held these shares for over one year, and intend to hold them
through the time of next annual meeting. At that meeting, I will present the
following resolution:
Whereas, charitable contributions should enhance the image of our company in the
eyes of the public.
Whereas, making known the recipients of our company's charitable gifts to as
many people as possible should promote the company's interests.
Resolved, it is requested that our company list the recipients of corporate
charitable contributions of $5,000 or more on the company website.
Supporting Statement
The more people know of our support of philanthropic activity the better it is
for our company. For example, if we should decide to give money to the American
Cancer Society we might garner good will from the millions of people touched by
cancer, Similarly, should we decide to give money to Planned Parenthood, the
nations largest abortion performing organization, we might be expected to win
sympathetic praise from many who support the choice of abortion. Possible
contributions to organizations like the Human Rights Campaign, the Gay and
Lesbian Alliance Against Defamation or other organizations that focus on the
interests of people who choose to define themselves by their interest in
homosexual sex, would likely engender positive feelings among potentially
millions of people who enjoy engaging in sex with members of their own sex or
simply those who support same sex marriage. If we gave money to the Boy Scouts
of America we might expect the plaudits of potentially millions of their past
members, even though they refuse to allow homosexuals to be scout leaders.
Contributions to the American Heart Association or a myriad number of other
worthwhile cultural and educational charities could be a source of ongoing
public approval. Proper disclosure of charitable contributions would cost us
little and should only serve to enhance our corporate image. For these reasons
and others we urge your support for the above resolution.
Sincerely,
/s/
Thomas Strobhar
[APPENDIX 2]
SUMMARY OF PROPOSAL
The proposal, if approved, would request that the Company "list the recipients
of corporate charitable contributions of $5,000 or more on the company website."
REASONS FOR EXCLUSION OF PROPOSAL
The Company believes that the Proposal may be excluded pursuant to Rule
14a-8(i)(10) because it has been substantially implemented by the Company.
The Company website contains a section specifically dedicated to the Company's
philanthropic work, which may be accessed directly from the main page of the
Company website "About American Express", under the section "Corporate
Responsibility" (located at http://home3.americanexpress.com/corp/csr.asp). The
website includes extensive information regarding the Company's charitable
contributions and lists all of the Company's charitable grants to hundreds of
non-profit organizations each year. Grantees are specifically selected for their
work in areas that reflect the Company's values and complement its business
priorities. The recipients of these grants made by the Company, regardless of
amount, are explicitly disclosed by the Company in an annual report on
charitable grants. The 2006 report may be found online under the tab "Grant
Recipients" on the Company website section "Corporate Responsibility", located
at http://home3.americanexpress.com/corp/gb/pdfs/2006grantslist.pdf. The 2006
report is attached to this letter as Exhibit B.
The Company also maintains an employee gift matching program, but it believes
this program does not fall under the scope of the Proposal because it does not
reflect contributions determined by the Company. Through the gift matching
program, the Company matches the personal contributions of directors, employees
and retirees to qualified non-profit organizations selected exclusively by the
initiating donor. The program involves no discretion on the Company's part, and
the contributions reflect solely the charitable intent of the individual
participants, rather than of the Company. The Company considers the gift
matching program to be in the nature of an employee benefit program. Indeed, the
Commission has recognized the compensatory nature of gift matching programs by
requiring that amounts paid under them be disclosed as compensation under Item
402(k) of Regulation S-K.
Because the Company discloses all recipients of corporate charitable grants of
$5,000 or more on the Company website, the Company respectfully submits that the
Proposal has been substantially implemented and may therefore be excluded.
CONCLUSION
On the basis of the foregoing, the Company respectfully requests that the
Division concur that the Proposal may be excluded from the Company's proxy
materials for the 2008 Annual Meeting. Based on the Company's timetable for the
2008 Annual Meeting, a response from the Division by February 8, 2008 would be
of great assistance.
Should you have any questions, or should you require any additional information
regarding the foregoing, please do not hesitate to contact me at (212) 640-5583.
Please acknowledge receipt of this letter by stamping and returning the enclosed
receipt copy of this letter. Thank you for your prompt attention to this manner.
Very truly yours,
/s/
Stephen P. Norman
Corporate Secretary
American Express Company
[STAFF REPLY LETTER]
December 19, 2007
Stephen P. Norman
Corporate Secretary
American Express Company
Corporate Secretary's Office
3 World Financial Center
200 Vesey Street, American Express Tower
New York, NY 10285-5001
Re: American Express Company
Dear Mr. Norman:
This is in regard to your letter dated December 18, 2007 concerning the
shareholder proposal submitted by Thomas Strobhar for inclusion in American
Express' proxy materials for its upcoming annual meeting of security holders.
Your letter indicates that the proponent has withdrawn the proposal, and that
American Express therefore withdraws its request for a no-action letter from the
Division. Because the matter is now moot, we will have no further comment.
Sincerely,
/s/
Heather L. Maples
Special Counsel
cc: Thomas Strobhar
2121 Upper Bellbrook Road
Xenia, OH 45385
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