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AGM 2020

May 5, 2020

Operator

Good morning, and welcome to the American Express Company's 2020 Annual Meeting of shareholders. I will now turn the call over to Mr. Steve Squeri, Chairman of the Board of Directors and Chief Executive Officer. Please go ahead, sir.

Steve Squeri
Chairman and CEO, American Express

Thank you, and good morning. This is Steve Squeri, and welcome to the American Express Company's 2020 Annual Meeting of shareholders. As Chairman of the Board of Directors and Chief Executive Officer, I will preside over the meeting. To begin, in light of public health concerns regarding the ongoing COVID-19 outbreak, we are holding our meeting solely by virtual communications and would like to thank everyone for joining us today via audiocast. The meeting agenda and rules of today's meeting are available on our virtual annual meeting portal. Please review them as they are now in effect. If we encounter any technical difficulties that prevent us from continuing the meeting, we ask that shareholders and guests stand by and allow us time to provide an update relating to the meeting. Now I'd like to begin by providing an overview of how our meeting will proceed.

First, I'll call the meeting to order. I'll turn the meeting over to Tangela Richter, Corporate Secretary and Chief Governance Officer. Tangela will go over some procedural housekeeping necessary for our corporate record keeping and describe some of the rules for the meeting. I will introduce the six items up for vote, and the polls will be open for voting on these items. After the polls are closed, Tangela will report on the preliminary voting results. Following that, I'll adjourn the meeting and present an overview of our business. Immediately following this presentation, we will use the remaining time to take general questions from shareholders through our meeting portal. For any financial or business matters relating to your card member accounts, I encourage you to contact our customer service representatives directly for personalized assistance.

With that, I'd now like to call the meeting to order and would like to start by introducing the other members of the Board of Directors who are joining us through this audiocast today. Charlene Barshefsky, Jack Brennan, Peter Chernin, Ralph de la Vega, Anne Lauvergeon, Mike Leavitt, Ted Leonsis, Karen Parkhill, Lynn Pike, Daniel Vasella, Ron Williams, and Chris Young. I want to add a few words about our newest directors, Karen and Lynn, who joined our Board earlier this year and are joining us now for their first American Express annual meeting. Karen is the Executive Vice President and Chief Financial Officer of Medtronic. She brings to the Board public company CFO and financial accounting experience, banking expertise, and risk oversight experience.

Lynn brings to the Board her unique perspective as Chair of American Express National Bank, along with banking, payments, and network industry experience and regulatory experience. Lynn was previously president of Capital One Bank. We are extremely pleased to welcome both Karen and Lynn to our board. Also joining us through audiocast today is Rob Endicott, a partner at our outside audit firm, PricewaterhouseCoopers. I will now turn the meeting over to Tangela to review the meeting rules. Tangela, please go ahead.

Tangela Richter
Corporate Secretary and Chief Governance Officer, American Express

Thank you, Steve. I would like to note that today's audiocast may contain forward-looking statements, which are based on management's current expectations and are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements are set forth in the company's first quarter Form 10-Q, 2019 annual report, and other reports on file with the SEC. We encourage you to review that information in conjunction with today's discussion. We will consider six items for shareholder vote, four management proposals and two shareholder proposals, all of which are described in our 2020 proxy statement. Shareholder proponents will have up to three minutes to discuss their proposals. After the proposals have been presented, we will close the voting, tabulate the votes, and announce the preliminary voting results. Shareholders may submit questions on our meeting portal.

Similar or related questions may be grouped and answered together to avoid repetition. To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to two questions. You may vote the shares you hold through our meeting portal until the polls are closed. If you've already submitted your proxy to vote on these matters, you do not need to vote again unless you want to change your vote. Notice of today's meeting and related proxy materials or a notice of internet availability of these materials were mailed beginning March 24th, 2020 to all shareholders of record as of March 9th, 2020.

A supplemental notice of today's virtual meeting was issued in a press release and filed with the SEC on April 17th, 2020. Peter Jeskowiak and Matt Consenza of Broadridge have been appointed as inspectors of election and are participating in today's audiocast. They have advised that holders of shares representing over 88% of the shares entitled to vote are present in person or represented by proxy, which constitutes a quorum. I will now turn the meeting back over to Steve.

Steve Squeri
Chairman and CEO, American Express

Thank you, Tangela. I declare that a quorum is present. The meeting is now convened. We're now ready to consider the six items that are up for shareholder vote. We will take questions on the proposals after all the proposals have been presented. The polls are now open to vote on these proposals. The management proposals are, number one, to elect our director nominees. Number two, to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2020. Number three, to approve our executive compensation through an advisory non-binding say on pay resolution. Number four, to approve the company's amended and restated incentive compensation plan.

There are also two shareholder proposals to be presented that are included in the proxy statement. The first shareholder proposal relates to action by written consent and was submitted by John Chevedden on behalf of Kenneth Steiner. Chevedden is on the line to present this proposal on behalf of Mr. Steiner. Mr. Chevedden, you may now present your proposal.

John Chevedden
Shareholder, Private Investor

Can you hear me okay?

Steve Squeri
Chairman and CEO, American Express

Yes.

John Chevedden
Shareholder, Private Investor

This is Proposal Five: Adopt a new shareholder right, written consent. Shareholders request that our board of directors take the steps necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. Written consent can be a means for shareholders to address a weakness on the board of directors. For instance, one weakness is Mr. Ronald Williams as Lead Director. Mr. Williams has 13 years tenure on the board. Long tenure is the opposite of independence, and independence is the key attribute in a lead director. Plus, Mr. Williams could be called a damaged director since he was rejected by 32% of Boeing shareholders just last week.

After this 32% rejection, Mr. Williams may not have the stature to be an effective lead director at any company. Boeing has suffered extreme reputational damage. More than 41% of Americans were in support of this written consent proposal topic in 2018. Yet American Express management still repeats its worn argument that shareholders should turn a blind eye toward any improvement in the corporate governance of American Express, since American Express shareholders have the same corporate governance features that a lot of other companies have. Hundreds of major companies enable shareholder action by written consent. This proposal topic won majority shareholder support at 13 large companies in a single year. This included 67% support at both Allstate and Sprint. This proposal topic also won 63% support at Cigna in 2019.

This proposal topic would have received higher votes than 63%-67% at these companies if more shareholders had access to independent proxy voting advice. The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting. This also seems to be the conclusion of the Intel shareholder vote at the 2019 Intel annual meeting. The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it less difficult for shareholders to call a special meeting. The Intel shareholders responded with greater support for written consent in 2019 compared to 2018. Written consent also won 45% support at The Bank of New York Mellon in 2018. In response to the 45% vote, The Bank of New York Mellon said it adopted written consent in 2019.

Written consent also won 44% support at Capital One Financial in 2018, and this increased to 56% support in 2019. Written consent won 47% support at United Rentals in 2018, and this increased to 51% support in 2019. Plus, the current 25% stock ownership threshold at American Express to call a special meeting is on the high side. This 25% threshold has bureaucratic pitfalls that trigger minor shareholder errors that could mean that 50% of shares would need to ask for a special meeting in order to be sure of attaining the threshold of 25% without errors. One can be sure management will have a sharp eye to spot any errors. Please vote yes. Adopt a new shareholder right written consent, Proposal Five.

Steve Squeri
Chairman and CEO, American Express

Thank you, Mr. Chevedden. The second shareholder proposal relates to gender and racial pay equity and was submitted by Arjuna Capital on behalf of its client, Katherine Overton Mountcastle. Ms. Natasha Lamb of Arjuna Capital has prepared a prerecorded statement on this proposal and will present this proposal on Ms. Mountcastle's behalf. Please play the recording now.

Natasha Lamb
CEO, Chief Investment Officer, and Portfolio Manager, Arjuna Capital

Good morning. My name is Natasha Lamb, and I move proposal number six on behalf of Arjuna Capital, asking for a report on gender and racial pay equity. On its face, American Express has taken an important first step by publishing statistically adjusted pay parity numbers, assessing the pay of men and women performing similar jobs, and the pay of minority and non-minority employees performing similar jobs. While we are proud to have worked with the company to make that data public, this statistically adjusted pay parity reporting is only half the story. The other half is median pay disclosure, which is the objective of this proposal. Pay gaps are comprised of two parts, equal pay for your current job versus peers, and equal opportunity to high-paying jobs. Median pay gaps reflect a lack of equal opportunity by measuring whether women and minorities are holding as many high-paying jobs.

The gender pay gap is literally defined as the median pay of women working full-time compared to the median pay of men. Women in the U.S. make $0.82 on the dollar on this basis, African American women make $0.62, and Latina women make $0.54. Median pay gaps are considered the valid way of measuring pay and equity by the U.S. Census Bureau, the U.S. Department of Labor, the Organisation for Economic Co-operation and Development, the OECD, and the International Labour Organization, the ILO. Not to mention the United Kingdom, which now mandates disclosure of median pay gaps. To choose to ignore median pay gaps and for the board to label the measure as flawed is a disservice to the groups these pay gaps affect. We can see American Express's pay gaps in the U.K. because they are mandated.

Our company reported a 19% hourly pay gap and a 49% bonus pay gap for its U.K. operations. Notably, our company has not published median information beyond the U.K. Companies like Mastercard, Citigroup, and Starbucks are already showing leadership by publishing their median pay gap data globally. These disclosures can improve performance and provide a baseline for measuring progress moving forward.

A 2019 study in the Harvard Business Review found that wage transparency in countries that mandate it narrowed the median wage gap. There are many ways to shrink gender and racial pay gaps at a company. Improving diversity, ensuring statistically adjusted pay parity, advancing women and minorities into positions of leadership. The only benchmark to measure whether the pay gap is actually shrinking from these various levers is to publish the pay gap itself. Thank you for your time, as we firmly believe our company is best served by a transparent and fulsome accounting of pay equity.

Steve Squeri
Chairman and CEO, American Express

Thank you, Ms. Lamb. We will now respond to questions from shareholders on all of the proposals.

Tangela Richter
Corporate Secretary and Chief Governance Officer, American Express

Steve, there are no questions on the proposals.

Steve Squeri
Chairman and CEO, American Express

Since there are no questions, I will close the polls momentarily. If you have not yet voted and wish to do so, please do so now. I now declare the polls closed and all matters have been voted upon by shareholders. Tangela, will you please report the preliminary results?

Tangela Richter
Corporate Secretary and Chief Governance Officer, American Express

The preliminary voting results are as follows. All 13 director nominees have been duly elected to the board of directors. The appointment of PricewaterhouseCoopers has been ratified. The advisory vote on executive compensation has been approved. The company's amended and restated incentive compensation plan has been approved. Neither of the shareholder proposals received the required majority support. The final voting results will be reported in a Form 8-K filing with the SEC within four business days of today's meeting. I will now turn the meeting back over to you, Steve.

Steve Squeri
Chairman and CEO, American Express

Thank you, Tangela. That completes the official business of the meeting, and the formal meeting is now adjourned. At this point, I'll provide a brief overview of the company's priorities. As I said on our April 24th investor call following earnings, we're in unprecedented times. Our results in January and February continued the strong trends we saw over the past 10 quarters. We're now operating in a very different world. The deterioration in the economy that began during the first quarter and continued in April due to the impacts of COVID-19 has dramatically impacted our volumes. Looking ahead, it's impossible to know when the economy will improve. In the meantime, we're focused on supporting our colleagues and customers while remaining financially strong so that we can be in a position to grow when the crisis ends.

Last year, as many economists were predicting an economic slowdown at some point, we put together a plan for managing through a range of potential economic scenarios. We modeled what our responses might look like in those scenarios. Of course, the economic situation we're facing right now is nothing like those we modeled. However, we developed a framework that we're using to guide us in managing the company through the short term as we plan for the future. Our framework for managing through this cycle is built on four principles you see on slide three. Support our colleagues and win as a team, protect our customers and our brand, structure the company for growth in the future, and remain financially strong. I'll spend a few minutes talking about each of these principles, which represent our priorities for 2020.

Turning to slide four, from day one of this crisis, our priority has been to take care of our people, the 64,000 American Express colleagues around the world. We wanted to ensure our colleagues felt secure in their jobs, which is why we committed to no COVID-19 related layoffs for the remainder of 2020. We're continuing to pay the salaries of colleagues who are affected by the virus without having to use their paid leave. We're paying all out-of-pocket COVID-related medical expenses for colleagues in our U.S. medical plans. To keep our colleagues safe as the virus spread rapidly around the world, we moved quickly to a full-time work from home arrangement in all our locations, including thousands of our front line service colleagues. The next principle is protecting our customers and the brand.

Our global customer base is one of our most important assets, and like everyone, they're going through a difficult time right now. We're offering a range of financial assistance options to help our customers weather the storm, and our consumer and small business card members are taking advantage of these programs, including temporary payment deferrals, interest and late fee waivers, and protections from collections calls and negative credit bureau reporting. In addition to our financial assistance initiative, we've adjusted our Membership Rewards program to include discounts and accelerated points with key online partners. We've added a range of limited time offers, credits, and rewards to our premium products that are particularly relevant for the times we're in now. In addition to our card members, we're supporting small businesses as we have for many years through a number of Shop Small initiatives around the world.

Our next principle is structuring the company for future growth. While we believe that COVID-19 pandemic will generate certain changes in our business in the near term, and likely over the long term, it will also generate opportunities. In addition, the strategic imperatives we've been focused on for the past few years remain just as relevant today. While we'll make some adjustments considering the current environment, we'll continue to pursue our overall strategies in the following areas. Expanding our leadership in the premium consumer space, building on our strong position in commercial payments, strengthening our global integrated network to provide unique value, making American Express an essential part of our customers' digital lives.

As the crisis has unfolded, we have reprioritized our investments in each of these areas to focus on those initiatives that are critical to retaining our premium customer base and strengthening our merchant network, while at the same time continuing to invest in those areas that are key to our long-term growth strategy. Finally, we enter this crisis with particularly strong capital and liquidity positions that will enable us to remain financially strong. Those are the principles we've established for managing through this period in a way that will position us to return to growth when the economy rebounds. Our teams are working day and night all over the world to help our card members and our merchants, just as we've done throughout our history.

When this is over, we intend to be in a position of strength, ready to capitalize on the opportunities ahead because we've managed the short-term challenges while remaining focused on growth over the longer term. That concludes my overview of the business. As I said earlier, we're now going to answer any questions about American Express that were submitted by our shareholders. As a reminder, the rules of the meeting remain in effect. Please note that we will attempt to answer as many questions as time allows. Only questions that are germane to the meeting will be addressed. Let's start with the first question, please.

Tangela Richter
Corporate Secretary and Chief Governance Officer, American Express

Steve, the first question is, if a payment system such as WeChat Pay or Alipay, now dominant in China, were to launch in the United States, would American Express still be able to grow and thrive? How do you plan to launch in China where these payment systems already exist?

Steve Squeri
Chairman and CEO, American Express

We believe that the Chinese market is very different than the U.S. market or other international markets, and payments really developed that way through P2P with WeChat and with Alipay. I think as you think about some of the European markets, some of the other Asian markets, and you think about Latin America, you have embedded existing credit card systems with card members, and we don't believe that they will gain as much traction in those areas. In fact, as you look at the distribution of WeChat and Alipay, it has been hard to make inroads in areas where in fact these systems exist currently. However, we believe we can coexist. There are opportunities to partner and in fact, as we enter China which we will hopefully by the end of this year, there will be opportunities to partner with one if not both.

Our efforts in China are continuing to go very well and hopefully, as I said, by the end of this year, we will have launched our network in China, which is a network as opposed to us issuing individual American Express cards.

Tangela Richter
Corporate Secretary and Chief Governance Officer, American Express

Steve, the second question, what has happened to the number of credit card transactions during the COVID-19 crisis?

Steve Squeri
Chairman and CEO, American Express

Look, as we said in our earnings call just last week, January and February were very strong for us, but as COVID-19 started to make its way around the world, transactions have gone down and as we mentioned on our earnings call, our volume has gone down as much as 40% at a point in time in April. Not surprising given that just about every business in the world is closed. Airlines are not operating anywhere near capacity. Hotels have been shuttered and so forth. Our volume, like the volume of everyone else at this particular point in time, has gone down. As the economy starts to reopen, we anticipate our volume will begin to rise.

Tangela Richter
Corporate Secretary and Chief Governance Officer, American Express

Steve, the third question is from the Carpenters Union Pension Fund. As longtime shareholders, we especially appreciate the company's actions to address the difficulties faced by employees, customers, and other important stakeholders during the COVID-19 pandemic. We are highly confident in the board and the management team's ability to effectively navigate the considerable challenges ahead. Do you see consumer finance fundamentals changing over the long term due to personal and business behavioral changes due to the disruptions caused by the pandemic?

Steve Squeri
Chairman and CEO, American Express

I think that's the question on everyone's mind. I think certainly in the short term things will change. I think that business travel will come back much more slowly. I think consumers, however, will again travel once there's safety and they feel safe in traveling in airplanes and staying at hotels and cruise lines and so forth. That's what the job of management and the board is to look at this situation that we're in right now and to identify opportunities that arise and to look at areas that may not be as fruitful going forward.

I can tell you that as we look at this, the payment space is still a very attractive area, and even during this crisis, we're seeing more growth in digital commerce. We're seeing more movement to online spending. With every crisis, there always is opportunity, and it's our job and our challenge to make sure that we take advantage of those opportunities.

Tangela Richter
Corporate Secretary and Chief Governance Officer, American Express

Steve, we received a question related to a specific card member issue and privacy considerations prevent us from discussing questions related to any specific card member. If you need help with any personal card matters, please reach out to our customer care professionals at the number on the back of your card. Steve, with that, we have no further questions.

Steve Squeri
Chairman and CEO, American Express

Thank you, Tangela. Since there are no further questions, this concludes today's meeting. Thank you very much for attending.