8-KLeadership ChangesShareholder MattersExhibits & Filings

JPMORGAN CHASE & CO 8-K Report, Executive Changes (May 21, 2020)

Filed May 21, 2020For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. (JPM) filed an 8-K on May 21, 2020, primarily detailing outcomes from its Annual Shareholder Meeting held on May 19, 2020, and significant changes to its Board of Directors. Two long-serving directors, James A. Bell and Laban P. Jackson, Jr., retired. In light of these retirements, the Board made key appointments, including Timothy P. Flynn as Chair of the Audit Committee and the addition of Todd A. Combs and Michael A. Neal to the Audit Committee. Virginia M. Rometty, Executive Chairman of IBM, was elected as a new director. The filing also reported the voting results from the annual meeting. All management proposals, including the election of director nominees and the approval of executive compensation and the ratification of PricewaterhouseCoopers LLP as the independent auditor, passed. Notably, several shareholder proposals concerning corporate governance, environmental policies, and pay equity did not receive majority support from shareholders.

Key Highlights

  • 1Retirement of directors James A. Bell and Laban P. Jackson, Jr. after significant tenures.
  • 2Appointment of Timothy P. Flynn as Chair of the Audit Committee.
  • 3Addition of Todd A. Combs and Michael A. Neal to the Audit Committee.
  • 4Election of Virginia M. Rometty, Executive Chairman of IBM, as a new director.
  • 5High shareholder turnout with 85.28% of shares represented at the annual meeting.
  • 6Approval of all management proposals, including director elections, executive compensation, and auditor ratification.
  • 7Rejection of multiple shareholder proposals related to corporate governance, climate change, and pay equity.

Frequently Asked Questions

James A. Bell and Laban P. Jackson, Jr., directors since 2011 and 2004 respectively, retired. Virginia M. Rometty was elected as a new director. Additionally, Timothy P. Flynn was appointed Chair of the Audit Committee, and Todd A. Combs and Michael A. Neal joined the Audit Committee.

Shareholders approved all management proposals presented at the annual meeting. This included the election of all director nominees, the advisory resolution to approve executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2020.

The majority of shareholder-sponsored proposals did not receive majority approval. These included proposals on having an Independent Board Chairman, oil and gas financing in the Arctic and Canadian Oil Sands, climate change risk reporting, amending shareholder written consent provisions, and gender/racial pay equity disclosure.

Shareholder participation was high, with 2,598,047,436 shares represented in person or by proxy, which constitutes 85.28% of the total outstanding shares.