Summary
JPMorgan Chase & Co. (JPM) filed an 8-K on May 6, 2005, to provide an update on its proposed 2005 Long-Term Incentive Plan (the Plan) that was submitted to shareholders for approval. The Plan seeks to authorize 300 million shares of Common Stock for issuance as awards through May 16, 2010. Management intends to recommend that the plan be administered such that no more than 275 million shares are awarded, representing approximately 1.5% of outstanding shares annually, and that at least 80% of awards have vesting schedules of at least three years, with exceptions for certain circumstances. This filing also provides context on recent equity award grants and outstanding unvested equity awards as of January 31, 2005. In January 2005, approximately 35.5 million restricted stock units and 2.0 million stock appreciation rights/options were granted, representing about 1.1% of outstanding shares. The company also reported that as of January 31, 2005, approximately 94.6 million restricted stock shares and units were outstanding and unvested, providing transparency on potential future dilution and compensation practices.
Key Highlights
- 1JPMorgan Chase & Co. is seeking shareholder approval for a 2005 Long-Term Incentive Plan (the Plan).
- 2The Plan proposes to authorize 300 million shares of Common Stock for awards over a period ending May 16, 2010.
- 3Management intends to limit actual awards under the Plan to a maximum of 275 million shares, equating to roughly 1.5% of outstanding shares per year.
- 4At least 80% of awards under the Plan are intended to have vesting schedules of at least three years, with specific exceptions.
- 5In January 2005, JPMC granted approximately 35.5 million restricted stock units and 2.0 million SARs/options, representing about 1.1% of outstanding shares.
- 6As of January 31, 2005, there were approximately 94.6 million restricted stock shares and units outstanding and unvested.