8-K/AShareholder Matters

JPMORGAN CHASE & CO 8-K/A Report, Shareholder Vote Results (Jun 21, 2017)

Filed June 21, 2017For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. (JPM) filed an 8-K/A amendment on June 20, 2017, to provide updated details regarding a shareholder vote held on May 15, 2017. The primary focus of this filing is the outcome of a non-binding advisory vote on the frequency of "Say on Pay" (executive compensation) votes. This vote allows shareholders to express their preference on how often they wish to vote on executive compensation matters. Investors should note that the overwhelming majority of votes indicated a preference for holding the "Say on Pay" vote annually. In response to this strong shareholder sentiment, the Board of Directors has determined that JPMorgan Chase will continue to hold an advisory "Say on Pay" vote on an annual basis. The Board intends to re-evaluate this decision after the next shareholder advisory vote on the frequency of such votes.

Key Highlights

  • 1JPM filed an 8-K/A amendment on June 20, 2017, related to a May 15, 2017 shareholder meeting.
  • 2The filing addresses the results of a non-binding advisory vote on the frequency of "Say on Pay" votes.
  • 3Shareholders overwhelmingly voted in favor of an annual advisory vote on executive compensation.
  • 4JPM's Board of Directors has decided to continue holding "Say on Pay" votes annually, respecting shareholder preference.
  • 5The Board will review this annual frequency decision after the next shareholder advisory vote on the topic.
  • 6The vote involved a substantial number of shares, reflecting significant shareholder engagement on executive compensation matters.

Frequently Asked Questions

This filing (an 8-K/A amendment) was made to officially report the results of a shareholder advisory vote on the frequency of "Say on Pay" (executive compensation) votes and the company's subsequent decision based on those results.

"Say on Pay" refers to a shareholder's right to vote on the compensation of a company's top executives. These votes are typically advisory, meaning the company's board is not legally required to follow the outcome, but it carries significant weight in guiding executive compensation decisions.

The overwhelming majority of shareholders voted in favor of holding the "Say on Pay" vote annually. Votes for "One Year" significantly outnumbered votes for "Two Years" or "Three Years."

Based on the shareholder vote, JPMorgan Chase's Board of Directors has determined that the company will continue to hold an advisory "Say on Pay" vote annually. This decision will be re-evaluated after the next shareholder advisory vote on the frequency of these votes.