8-KLeadership ChangesShareholder Matters

JPMORGAN CHASE & CO 8-K Report, Executive Changes (May 23, 2011)

Filed May 23, 2011For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. (JPM) filed an 8-K on May 22, 2011, reporting on its Annual Meeting of Shareholders held on May 17, 2011. The primary focus for investors is the shareholder approval of amendments to the company's Long-Term Incentive Plan (LTIP). This amendment extends the plan's term to May 31, 2015, and authorizes an additional 240 million shares for issuance, bringing the total available shares to 315 million. This action is significant as it provides the company with a larger pool of equity to be used for executive and employee compensation, potentially impacting future dilution and share-based awards. Additionally, the filing details the voting outcomes on various management and shareholder proposals. Key management proposals, including the election of directors and ratification of the independent auditor, passed with overwhelming support. However, shareholders rejected several shareholder-sponsored proposals concerning political non-partisanship, shareholder action by written consent, mortgage loan servicing, political contributions, genocide-free investing, and the appointment of an independent lead director. The company will now hold an annual advisory vote on executive compensation, as indicated by shareholder preference.

Key Highlights

  • 1Shareholders approved an amendment to JPMorgan Chase's Long-Term Incentive Plan (LTIP), extending its term to May 31, 2015.
  • 2An additional 240 million shares were authorized for issuance under the LTIP, increasing the total available shares to 315 million.
  • 3All 11 director nominees presented by management were elected by shareholders.
  • 4The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2011 was ratified by shareholders.
  • 5Shareholders approved an advisory vote on executive compensation, with the board agreeing to hold this vote annually until at least 2017.
  • 6The majority of shareholder-voted proposals, including those related to political contributions, mortgage loan servicing, and shareholder action by written consent, were not approved.
  • 7A high turnout of 83.75% of outstanding shares was represented at the Annual Meeting of Shareholders.

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