Summary
JPMorgan Chase & Co. (JPM) filed an 8-K on January 17, 2023, to announce amendments to its By-laws, effective immediately. These changes are primarily aimed at clarifying and enhancing the procedural and disclosure requirements for stockholders who wish to propose business or nominate directors at company meetings. The revisions are intended to ensure an orderly process, particularly in light of new SEC "universal proxy card" rules. Key updates include more comprehensive disclosure requirements for "Proposing Stockholders" regarding their nominees and their own affiliations. The amendments also mandate that proponents obtain specific questionnaires and agreements from nominees before submitting nominations, and agree to keep disclosures updated. These measures aim to provide the Board and other stockholders with greater clarity and assurance regarding the qualifications, independence, and intent of those seeking to nominate directors or present business.
Key Highlights
- 1JPM's Board of Directors adopted amendments to the company's By-laws, effective January 17, 2023.
- 2The amendments revise and clarify procedural and disclosure requirements for stockholders proposing business or nominating directors.
- 3The changes are partly in response to the SEC's recently adopted "universal proxy card" rules.
- 4Enhanced disclosure requirements are now in place for stockholders nominating directors or proposing business, including information about nominees, supporting stockholders, and any persons acting in concert.
- 5Nominees will be required to complete questionnaires and sign agreements, including a commitment to meet with the Corporate Governance & Nominating Committee.
- 6Stockholders proposing nominations must use a proxy card color other than white and certify compliance with SEC Rule 14a-19.
- 7The By-laws were also updated to conform with Delaware General Corporation Law and clarify emergency by-laws.