UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 21, 2019
JPMorgan Chase & Co.
(Exact name of registrant as specified in its charter)
Delaware
1-5805
13-2624428
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. employer identification no.)
 
 
 
383 Madison Avenue
New York, New York
 
10179
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code 212-270-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A. 2. below):
[ ]
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock
JPM
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 5.45% Non-Cumulative Preferred Stock, Series P
JPM PR A
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 6.30% Non-Cumulative Preferred Stock, Series W
JPM PR E
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 6.125% Non-Cumulative Preferred Stock, Series Y
JPM PR F
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 6.10% Non-Cumulative Preferred Stock, Series AA
JPM PR G
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 6.15% Non-Cumulative Preferred Stock, Series BB
JPM PR H
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DD
JPM PR D
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock, Series EE
JPM PR C
The New York Stock Exchange
Alerian MLP Index ETNs due May 24, 2024
AMJ
NYSE Arca, Inc.
Guarantee of Callable Step-Up Fixed Rate Notes due April 26, 2028 of JPMorgan Chase Financial Company LLC
JPM/28
The New York Stock Exchange
Guarantee of Cushing 30 MLP Index ETNs due June 15, 2037 of JPMorgan Chase Financial Company LLC
PPLN
NYSE Arca, Inc.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Mr. William Weldon, who served as a director of the Firm since 2005, retired from the Board and did not stand for re-election when his term expired on the eve of the 2019 annual meeting.
In connection with Mr. Weldon’s retirement, the Board appointed Mr. Stephen B. Burke as Chair of the Corporate Governance & Nominating Committee.  The Board also appointed Mr. Todd A. Combs to the Compensation & Management Development Committee and the Corporate Governance & Nominating Committee; Ms. Mellody Hobson stepped down from the Audit Committee and was appointed to the Risk Policy Committee succeeding Mr. Combs, who stepped down from the Risk Policy Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)
Registrant held its Annual Meeting of Shareholders on Tuesday, May 21, 2019; 2,883,891,344 shares were represented in person or by proxy, or 88.79% of the total shares outstanding.
(b)
The results of shareholder voting on the proposals presented were as follows:
MANAGEMENT PROPOSALS :
Proposal 1- Shareholders elected the 11 director nominees named in the Proxy Statement. All director nominees received at least 81.2% of the votes cast.
Name
For
Against
Abstain
Broker Non-Votes
Linda B. Bammann
2,411,662,007

26,799,405

4,101,847

441,328,085

James A. Bell
2,407,951,847

29,832,779

4,778,633

441,328,085

Stephen B. Burke
1,978,471,501

459,357,720

4,734,038

441,328,085

Todd A. Combs
2,423,534,258

14,600,581

4,428,420

441,328,085

James S. Crown
2,384,395,592

53,538,282

4,629,385

441,328,085

James Dimon
2,311,930,266

117,038,612

13,594,381

441,328,085

Timothy P. Flynn
2,401,453,541

35,940,413

5,169,305

441,328,085

Mellody Hobson
2,387,476,520

50,909,482

4,177,257

441,328,085

Laban P. Jackson, Jr.
2,353,246,167

84,174,920

5,142,172

441,328,085

Michael A. Neal
2,395,633,947

42,326,869

4,602,443

441,328,085

Lee R. Raymond
2,281,650,807

153,726,154

7,186,298

441,328,085


Proposal 2 - Shareholders approved the Advisory Resolution to Approve Executive Compensation
For
Against
Abstain
Broker Non-Votes
1,748,045,588
681,877,585
12,640,086
441,328,085
71.56%
27.92%
0.52%
 

Proposal 3 - Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Registrant's independent registered public accounting firm for 2019
For
Against
Abstain
Broker Non-Votes
2,774,908,388
102,692,280
6,290,676
0
96.22%
3.56%
0.22%
 





SHAREHOLDER PROPOSALS :

Proposal 4 - Shareholders did not approve the proposal on Gender Pay Equity Report
For
Against
Abstain
Broker Non-Votes
720,298,920
1,600,029,663
122,234,676
441,328,085
29.49%
65.51%
5.00%
 

Proposal 5 - Shareholders did not approve the proposal on Enhancing Shareholder Proxy Access
For
Against
Abstain
Broker Non-Votes
688,201,624
1,739,240,510
15,121,125
441,328,085
28.17%
71.21%
0.62%
 

Proposal 6 - Shareholders did not approve the proposal on Cumulative Voting
For
Against
Abstain
Broker Non-Votes
244,105,185
2,173,709,024
24,749,050
441,328,085
10.00%
88.99%
1.01%
 









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
JPMORGAN CHASE & CO.
 
By:
 
/s/ David KF Gillis
 
Name:
Title:
 
David KF Gillis
Managing Director

Date: May 24, 2019