8-KShareholder MattersExhibits & Filings

JPMORGAN CHASE & CO 8-K Report, Shareholder Vote Results (May 18, 2023)

Filed May 18, 2023For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. (JPM) filed an 8-K on May 17, 2023, detailing the results of its Annual Meeting of Shareholders held on May 16, 2023. A significant 85.06% of outstanding shares were represented, indicating strong shareholder engagement. The meeting saw shareholders overwhelmingly approve all management-proposed resolutions, including the election of all 12 director nominees, the advisory vote on executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023. Notably, shareholders overwhelmingly supported holding the "Say on Pay" vote annually. In contrast, all shareholder-proposed resolutions failed to gain majority support. These proposals covered a range of topics including the appointment of an independent board chairman, fossil fuel phase-out, oversight of animal welfare, special shareholder meeting improvements, climate transition planning, civil liberties, political expenditures, and absolute GHG reduction goals. The results demonstrate shareholder alignment with management's recommendations and priorities, while also highlighting a divergence of views on specific ESG-related and corporate governance initiatives proposed by shareholders.

Key Highlights

  • 185.06% of JPM's outstanding shares were represented at the Annual Meeting of Shareholders, signifying high participation.
  • 2All 12 director nominees presented by management were elected by shareholders, with each receiving at least 91.32% of the votes cast.
  • 3Shareholders approved the advisory resolution to approve executive compensation with 89.44% of the votes cast in favor.
  • 4An overwhelming 96.89% of shareholders voted for an annual advisory vote on executive compensation ('Say on Pay').
  • 5The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023 was ratified by shareholders with 94.31% of the votes cast.
  • 6All 11 shareholder-proposed resolutions, covering topics from independent board chairs to climate action and political spending, were not approved by the majority of shareholders.
  • 7Shareholder proposals on independent board chairman (37.54% For) and special shareholder meeting improvements (34.85% For) received the highest 'For' votes among the shareholder proposals but still failed to pass.

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