American Express Shareholders Back Board, Reject Proposals as 2025 Results Hit Records

Key Points

• American Express shareholders approved all 13 director nominees, ratified PwC as auditor for 2026, and backed executive pay, while rejecting two shareholder proposals related to transgender healthcare coverage and a political bias audit.
• The company said 2025 was a record year, with revenue of $72 billion, net income above $10 billion, total billed business of $1.7 trillion, and 12.5 million new proprietary cards acquired.
• CEO Stephen Squeri said momentum has continued into 2026, citing first-quarter revenue of $19 billion and net income of $3 billion, while emphasizing confidence in long-term growth and shareholder returns.

American Express NYSE: AXP shareholders elected all 13 director nominees, ratified PricewaterhouseCoopers as the company’s independent registered public accounting firm for 2026 and approved the advisory vote on executive compensation at the company’s 2026 annual meeting.

Chairman and Chief Executive Officer Stephen Squeri presided over the virtual meeting, which also included two shareholder proposals that did not receive the required majority support. Final voting results will be reported in a Form 8-K filing with the Securities and Exchange Commission within four business days, according to the company.

Shareholders reject two proposals

The first shareholder proposal, submitted by Inspire Investing LLC on behalf of Lillian Price, requested a report related to coverage of transgender medical interventions for minors under American Express health plans.

Tim Schwarzenberger, Portfolio Manager and Director of Corporate Engagement at Inspire Investing, introduced the proposal and said the firm believed companies should avoid involvement in “highly contested social issues” that could create reputational and financial risk. Soren Aldaco, an ambassador for Independent Women’s Forum, also spoke in support of the proposal and described her personal experience with medical treatments as a teenager.

Squeri said the board opposed the proposal, citing the company’s existing governance framework and oversight of healthcare benefits programs.

“Individual healthcare decisions and potential eligibility are made by colleagues in consultation with their providers, not the company,” Squeri said. He added that American Express already provides transparency into its benefits programs and said the requested report was “redundant and unnecessary.”

The second shareholder proposal, submitted by the National Center for Public Policy Research, requested a political bias audit. Steve Malloy, Executive Director of the Free Enterprise Project at the National Center for Public Policy Research, argued in favor of the proposal and criticized the company’s involvement in social and political issues.

Squeri said the board opposed that proposal as well, stating that the requested political bias committee and related report were not necessary or in shareholders’ best interests.

“Our governance framework already provides strong oversight of political and reputational risks,” Squeri said. He also said the company’s political contributions are made in accordance with applicable laws and “without regard for the private political preferences of the company’s executives or directors or in pursuit of an ideological agenda.”

Company highlights record 2025 results

After the formal voting portion of the meeting, Squeri provided an overview of American Express’ recent performance. He described 2025 as “an excellent year” for the company, noting record revenue of $72 billion, up 10% year-over-year.

The company generated record annual net income of more than $10 billion, or $15.38 per share, up 15% year-over-year excluding the prior-year gain from the sale of Accertify, Squeri said. Card member spending remained strong, with total billed business of $1.7 trillion.

American Express also acquired 12.5 million new proprietary cards in 2025, which Squeri said was driven by demand for premium fee-based products. The company returned $7.6 billion in capital to shareholders during the year.

Squeri said the company’s momentum reflects its focus on five strategic priorities:

• Expanding leadership in the premium consumer space
• Building on its position in commercial payments
• Strengthening its global integrated network
• Building on its global position
• Reimagining customer and colleague experiences

First-quarter momentum continues

Squeri also pointed to a strong start to the current year. He said American Express reported first-quarter revenue of $19 billion, up 11% year-over-year, along with net income of $3 billion and earnings per share of $4.28.

“Looking ahead, I’m confident that we can continue delivering strong results and create value for our shareholders over the long term because of our powerful membership model,” Squeri said.

Shareholder questions focus on board composition and stock activity

During the question-and-answer portion of the meeting, one shareholder asked how the company ensures its board remains in touch with younger generations and handles succession planning, noting that the youngest director is 54.

Squeri said American Express has a “robust board succession planning process” and has added 10 new board members since 2020. He said the process is intended to maintain a mix of skills, tenure and experience aligned with the company’s strategic priorities.

He also pointed to the company’s traction with younger consumers. Squeri said Millennials and Gen Z have been American Express’ fastest-growing consumer cohort for several years, representing about 66% of new acquisitions globally and now accounting for the largest share of U.S. consumer spending.

Another shareholder asked about the recent share price decline and insider selling. Squeri said the company does not speculate on short-term market movements and remains focused on long-term performance.

Regarding insider sales, Squeri said a significant portion of executive compensation is long-term equity-based. He said recent trading activity was consistent with sales that typically occur around equity vesting events and routine personal financial and tax planning, adding that the sales were “not broad-based.”

About American Express NYSE: AXP

American Express is a global financial services company primarily known for its payment card products, travel services and merchant network. Founded in 1850 as an express mail business, the company evolved through the 20th century into a payments and travel-focused organization. Its core activities include issuing consumer and commercial charge and credit cards, operating a global card acceptance and processing network, and providing travel-related services and customer loyalty programs.

American Express issues a range of products for individuals, small businesses and large corporations, including personal cards, business and corporate cards, and co‑brand partnerships with airlines, hotels and retailers.

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