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):
June 27, 2019
JPMorgan Chase & Co.
(Exact name of registrant as specified in its charter)
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Delaware
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1-5805
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13-2624428
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. employer
identification no.)
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383 Madison Avenue, New York, New York
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10179
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock
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JPM
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The New York Stock Exchange
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Depositary Shares, each representing a one-four hundredth interest in a share of 5.45% Non-Cumulative Preferred Stock, Series P
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JPM PR A
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The New York Stock Exchange
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Depositary Shares, each representing a one-four hundredth interest in a share of 6.30% Non-Cumulative Preferred Stock, Series W
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JPM PR E
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The New York Stock Exchange
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Depositary Shares, each representing a one-four hundredth interest in a share of 6.125% Non-Cumulative Preferred Stock, Series Y
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JPM PR F
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The New York Stock Exchange
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Depositary Shares, each representing a one-four hundredth interest in a share of 6.10% Non-Cumulative Preferred Stock, Series AA
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JPM PR G
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The New York Stock Exchange
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Depositary Shares, each representing a one-four hundredth interest in a share of 6.15% Non-Cumulative Preferred Stock, Series BB
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JPM PR H
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The New York Stock Exchange
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Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DD
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JPM PR D
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The New York Stock Exchange
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Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock, Series EE
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JPM PR C
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The New York Stock Exchange
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Alerian MLP Index ETNs due May 24, 2024
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AMJ
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NYSE Arca, Inc.
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Guarantee of Callable Step-Up Fixed Rate Notes due April 26, 2028 of JPMorgan Chase Financial Company LLC
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JPM/28
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The New York Stock Exchange
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Guarantee of Cushing 30 MLP Index ETNs due June 15, 2037 of JPMorgan Chase Financial Company LLC
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PPLN
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NYSE Arca, Inc.
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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 8.01 Other Events.
On June 27, 2019, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) announced that the Federal Reserve Board does not object to the Firm’s capital plan under the recently concluded 2019 Comprehensive Capital Analysis and Review (“CCAR”). JPMorgan Chase’s Board of Directors intends to increase the quarterly common stock dividend to $0.90 per share (up from the current
$0.80
per share), effective the third quarter of 2019 and has authorized gross common equity repurchases of up to $29.4 billion between July 1, 2019 and June 30, 2020 under a new common equity repurchase program.
A copy of the Firm’s press release relating to this announcement is attached as Exhibit 99. The information set forth in Exhibit 99 shall be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.
This Current Report on Form 8-K (including the Exhibit hereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase’s actual results to differ materially from those described in the forward-looking statements can be found in JPMorgan Chase’s Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, which have been filed with the Securities and Exchange Commission and are available on JPMorgan Chase’s website (
https://jpmorganchaseco.gcs-web.com/financial-information/sec-filings
) and on the Securities and Exchange Commission’s website (
www.sec.gov
). JPMorgan Chase does not undertake to update any forward-looking statements.
Item 9.01 Financial Statements and Exhibit.
(d) Exhibit
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Exhibit No.
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Description of Exhibit
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99
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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JPMorgan Chase & Co.
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(Registrant)
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By:
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/s/ Jordan A. Costa
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Jordan A. Costa
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Managing Director
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JPMorgan Chase & Co.
383 Madison Avenue, New York, NY 10179
NYSE symbol: JPM
www.jpmorganchase.com
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News release: IMMEDIATE RELEASE
JPMorgan Chase Plans Dividend Increase and $29.4 Billion
Capital Repurchase Program
New York, June 27, 2019
- JPMorgan Chase & Co. (NYSE: JPM) (“JPMorgan Chase” or the “Firm”) announced today that the Federal Reserve Board does not object to the Firm's capital plan under the recently concluded 2019 Comprehensive Capital Analysis and Review (“CCAR”). JPMorgan Chase’s Board of Directors intends to increase the quarterly common stock dividend to $0.90 per share (up from the current $0.80 per share), effective the third quarter of 2019 and has authorized gross common equity repurchases of up to $29.4 billion between July 1, 2019 and June 30, 2020 under a new common equity repurchase program.
Jamie Dimon, Chairman and CEO of JPMorgan Chase said: “The strength of our franchise has allowed us to continue to use our capital to grow and invest in our businesses to support our customers, clients and communities around the world. We are pleased to have the capacity and flexibility to return excess capital to our shareholders as we maintain a fortress balance sheet that provides the ability to withstand extreme stress.”
The Firm’s dividends will be subject to the Board of Directors’ approval at the customary times those dividends are declared. The 2019 third quarter dividend would be payable on October 31, 2019, to shareholders of record at the close of business on October 4, 2019. The newly-authorized common equity repurchase program includes shares repurchased to offset issuances under the Firm's stock-based compensation plans. The authorization to repurchase common equity will be utilized at management’s discretion, and the timing of repurchases and the exact amount of common equity that may be repurchased under the new authorization is subject to various factors, including market conditions; legal and regulatory considerations; the Firm's capital position; internal capital generation; and alternative investment opportunities. The repurchase program does not include specific price targets or timetables; may be executed through open market purchases or privately negotiated transactions, or utilizing Rule 10b5-1 programs; and may be suspended at any time.
JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2.7 trillion and operations worldwide. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing, and asset management. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of customers in the United States and many of the world’s most prominent corporate, institutional and government clients under its J.P. Morgan and Chase brands. Information about JPMorgan Chase & Co. is available at
https://www.jpmorganchase.com
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# # #
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Investor Contact:
Jason Scott 212-270-2479
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Media Contact:
Joseph Evangelisti 212-270-7438
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