As filed with the Securities and Exchange Commission on July 26, 2024
| Registration No. 333- | |||||||||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
| New York | 13-4922250 | |||||||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
____________
200 Vesey Street
New York, New York 10285
(212) 640-2000
(Address of Principal Executive Offices) (Zip Code)
American Express Retirement Savings Plan
(Full title of the plan)
____________
Laureen E. Seeger, Esq.
Chief Legal Officer
American Express Company
200 Vesey Street
New York, New York 10285
(212) 640-2000
(Name, address and telephone number, including area code, of agent for service)
____________
Copy to:
David A. Kanarek, Esq.
American Express Company
200 Vesey Street
New York, New York 10285
(212) 640-2000
____________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☑ | Accelerated filer | ☐ | |||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement relates to the registration of an additional 2,000,000 common shares (“Shares”), par value $0.20 per share, of American Express Company (the “Registrant”) issuable pursuant to the American Express Retirement Savings Plan, previously known as the American Express Incentive Savings Plan, as amended (the “Plan”). Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference into this registration statement the contents of its registration statement on Form S-8 (File No. 033-53801) filed with the Securities and Exchange Commission (the “Commission”) on May 25, 1994, relating to the registration of Shares issuable under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Commission by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this registration statement:
(b) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024;
(c) The Registrant’s Current Reports on Form 8-K filed, filed pursuant to the Exchange Act on February 16, 2024, March 7, 2024, April 25, 2024, May 8, 2024 and July 26, 2024; and
(d) The description of the Registrant’s Common Shares, par value $0.20 per share, contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Nothing in this registration statement shall be deemed to incorporate information furnished but not filed with the Commission pursuant to Item 2.02 or Item 7.01 of Form 8-K.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into this registration statement.
| Exhibit No. | Description of Exhibit | ||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 4.4 | |||||
| 4.5 | |||||
| 23.1 | |||||
| 23.2 | |||||
| 24.1 | |||||
| 107 | |||||
No original issue shares of the Shares will be made available by the Registrant for acquisition by participants in the Plan. In accordance with Item 8(a) of Form S-8, therefore, no opinion as to the legality of the shares is included in this filing.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 26, 2024.
| American Express Company | |||||
| /s/ Christophe Y. Le Caillec | |||||
| Name: Christophe Y. Le Caillec | |||||
| Title: Chief Financial Officer | |||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| NAME | TITLE | DATE | ||||||||||||
| /s/ Stephen J. Squeri | Chairman, Chief Executive Officer and Director | July 26, 2024 | ||||||||||||
| Stephen J. Squeri | (Principal Executive Officer) | |||||||||||||
| /s/ Christophe Y. Le Caillec | Chief Financial Officer (Principal Financial Officer) | July 26, 2024 | ||||||||||||
| Christophe Y. Le Caillec | ||||||||||||||
| /s/ Jessica Lieberman Quinn | Executive Vice President and Corporate Controller | July 26, 2024 | ||||||||||||
| Jessica Lieberman Quinn | (Principal Accounting Officer) | |||||||||||||
| * | Director | July 26, 2024 | ||||||||||||
| Thomas J. Baltimore, Jr. | ||||||||||||||
| * | Director | July 26, 2024 | ||||||||||||
| John J. Brennan | ||||||||||||||
| * | Director | July 26, 2024 | ||||||||||||
| Walter J. Clayton III | ||||||||||||||
| * | Director | July 26, 2024 | ||||||||||||
| Theodore J. Leonsis | ||||||||||||||
| * | Director | July 26, 2024 | ||||||||||||
| Deborah P. Majoras | ||||||||||||||
| * | Director | July 26, 2024 | ||||||||||||
| Karen L. Parkhill | ||||||||||||||
| * | Director | July 26, 2024 | ||||||||||||
| Charles E. Phillips, Jr. | ||||||||||||||
| * | Director | July 26, 2024 | ||||||||||||
| Lynn A. Pike | ||||||||||||||
| * | Director | July 26, 2024 | ||||||||||||
| Daniel L. Vasella | ||||||||||||||
| * | Director | July 26, 2024 | ||||||||||||
| Lisa W. Wardell | ||||||||||||||
| * | Director | July 26, 2024 | ||||||||||||
| Christopher D. Young | ||||||||||||||
| *By: | /s/ James J. Killerlane III James J. Killerlane III as Attorney in Fact | ||||