Annual Meeting of Shareholders 2020Proxy Statement JPMorgan Chase & Co. 383 Madison Avenue New York, New York 10179-0001 April 6, 2020 Dear fellow shareholders: We are pleased to invite you to attend the annual meeting of shareholders to be held in a virtual meeting format only, via the Internet, on May 19, 2020 at 10:00 a.m. Eastern Time. This forum provides shareholders with the opportunity to ask questions about topics of importance to the Firm’s business and affairs, to consider matters described in the proxy statement and to receive an update on the Firm’s activities and performance. We hope that you will attend the meeting. We encourage you to designate the persons named as proxies on the proxy card to vote your shares even if you are planning to attend. This will ensure that your common stock is represented at the meeting. This proxy statement explains more about the matters to be voted on at the annual meeting, about proxy voting, and other information about how to participate. Please read it carefully. We look forward to your participation. Sincerely, James Dimon Chairman and Chief Executive Officer A Letter from Jamie Dimon, Our Chairman and CEO, and Lee R. Raymond, Our Lead Independent Director April 6, 2020 Dear fellow shareholders: As the public health response to COVID-19 continues, our Oversight of the Firm’s culture and reputation are also key thoughts remain with the communities and individuals Board responsibilities. We are steadfast in our belief that most deeply hit by the pandemic. The Board is overseeing we must be cultural guardians in everything we do for the Firm’s work to help those who are most affected, at each of our stakeholders - our clients and customers, our company and in our communities. And, while the employees, shareholders and the communities we serve. markets are volatile, our fortress balance sheet is built for We also know we excel when we foster inclusive and times like these, and we remain steadfast in helping diverse environments. We always strive to create a culture customers and clients in a rapidly changing market. And, of respect, where discrimination in any form is not recognizing the impact of this crisis on the communities tolerated. we serve, the Firm recently made a $50 million philanthropic commitment to help those most vulnerable, Exceptional Client Service and Operational Excellence including small businesses and underserved communities. The Board holds management accountable to prepare for As we respond to the immediate needs and the economic the future by providing oversight of the strategy planning challenges posed by the global COVID-19 pandemic, the process. Guided by the Firm’s Business Principles, this Board is also maintaining its focus on our long-term goals year the Operating Committee deployed a Strategic and key responsibilities. Looking back at 2019, we are Framework designed to reinforce the Firm’s drive to be pleased to report that it was a solid year for the Firm, complete, global, diversified and at scale, so we can best where we achieved many records, including strong serve clients at home and across the globe. Within this revenue and net income, and continued to invest in and framework, there is a strong focus on the technology that grow our businesses and make large investments in will be key to the Firm’s future success, including products, people and technology. At the same time, the initiatives that will allow the Firm to reduce risk and Firm maintained its strong, healthy culture, and continued fraud, upgrade customer service, make it easier to access to build long-term value for our shareholders. Throughout products and services, improve underwriting and enhance the year, your Board remained focused on these matters, resiliency. a few of which we would like to highlight for you. With respect to resilience, the response to COVID-19 has tested the Firm’s resiliency plans. The Board is closely A Great Team and Culture overseeing the Firm’s response, as we adjust to fluid One of our highest priorities is having an excellent circumstances. We are coordinating with clients, management team in place. Successful management customers, vendors and industry parties, among others, succession planning and leadership development are key and striving for seamless and consistent execution during to ensuring a bright future for the Firm. The Board times of increased uncertainty and volatility. regularly reviews succession planning for the CEO and other members of the Operating Committee, and we meet Your Board formally and informally with many other high-potential As always, the Board is also focused on its own succession members of senior management. In 2019, the Firm planning and the need to have a Board that represents appointed Jennifer Piepszak Chief Financial Officer of the experience in executive fields relevant to the Firm’s company and Marianne Lake CEO of Consumer Lending. In businesses and operations and a diversity of experience, addition, over the past two years, Co-Presidents and Chief perspectives and viewpoints. Operating Officers Daniel Pinto and Gordon Smith have been working hand-in-hand with Jamie and the Board. We would like to take this opportunity to thank James Bell And, last month, the Board asked Daniel and Gordon to and Laban Jackson who will be retiring from our Board lead the company, as Jamie recuperated from heart immediately prior to the annual meeting. We have surgery. These moves demonstrate the strength of our benefited greatly from their insights on financial and management team and our ongoing commitment to accounting matters and their respective service as Chair providing growth opportunities for our leaders. of the Audit Committee. Labe also made important contributions as a director of J.P. Morgan Securities plc. We will miss their perspective, commitment and all that they have to offer as directors, and trusted advisors. We also are pleased to nominate for election to the Board, Virginia Rometty, who will become Executive Chairman of IBM on April 6. We are confident she will bring to the Board an impressive combination of skills, experience and personal qualities that will serve our shareholders, the Firm and the Board well. Lastly, Lee has advised that, while it has been an honor to serve as the Board’s Lead Independent Director and he is continuing to serve in that role, he has asked the Board to start a formal process to identify his successor. We look forward to continuing to deliver value to our customers, shareholders and communities. On behalf of all our colleagues on the Board, we are grateful for your support of our Board and the Firm. James Dimon Chairman and Chief Executive Officer Lee R. Raymond Lead Independent Director Notice of 2020 Annual Meeting of Shareholders and Proxy Statement DATE Tuesday, May 19, 2020 TIME 10:00 a.m. Eastern Time ACCESS In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our people, including our shareholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the 2020 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to participate in the virtual meeting, please see “Information about the annual shareholder meeting.” Shareholders will be able to attend, vote, examine the stockholders list, and submit questions (both before, and for a portion of, the meeting) from any location via the Internet. Shareholders may participate online by logging in at www.virtualshareholdermeeting.com/ JPM2020. As always, we encourage you to submit your proxy prior to the annual meeting. RECORD DATE March 20, 2020 MATTERS TO BE • Election of Directors VOTED ON • Advisory resolution to approve executive compensation • Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020 • Shareholder proposals, if they are properly introduced at the meeting • Any other matters that may properly be brought before the meeting By order of the Board of Directors Molly Carpenter Secretary April 6, 2020 YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE PROMPTLY. JPMorgan Chase & Co. uses the Securities and Exchange Commission (“SEC”) rule permitting companies to furnish proxy materials to their shareholders on the Internet. In accordance with this rule, on or about April 6, 2020, we sent to shareholders of record at the close of business on March 20, 2020, a Notice of Internet Availability of Proxy Materials (“Notice”), which includes instructions on how to access our 2020 Proxy Statement and 2019 Annual Report online, and how to vote online for the 2020 Annual Shareholder Meeting. If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/JPM2020, you must enter the control number found on your proxy card, voting instruction form or Notice you previously received. See “Information about the annual shareholder meeting” on page 107. At the virtual meeting site, you may follow the instructions to vote, access the stockholders list, and ask questions during the meeting. If you hold your shares through a broker, your shares will not be voted unless (i) you provide voting instructions or (ii) the matter is one for which brokers have discretionary authority to vote. Of the matters to be voted on at the annual meeting, the only one for which brokers have discretionary authority to vote is Proposal 3, the ratification of the independent registered public accounting firm. See “What is the voting requirement to approve each of the proposals?” on page 110.