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Jpmorgan Chase & Co JPMORGAN CHASE & CO FORM DEF 14A (Proxy Statement (definitive)) Filed 04/10/13 for the Period Ending 12/31/12 Address 270 PARK AVE 38TH FL NEW YORK, NY 10017 Telephone 2122706000 CIK 0000019617 Symbol JPM Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2013, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 JPMorgan Chase & Co. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which the transaction applies: (2) Aggregate number of securities to which the transaction applies: (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of the transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017 -2070 April 10, 2013 Dear fellow shareholders: We are pleased to invite you to the annual meeting of shareholders to be held on May 21, 2013 , at our Highland Oaks Campus in Tampa, Florida. As we have done in the past, in addition to considering the matters described in the proxy statement, we will review major developments since our last shareholders’ meeting. We hope that you will attend the meeting in person. We strongly encourage you to designate the proxies named on the proxy card to vote your shares even if you are planning to come. This will ensure that your common stock is represented at the meeting. The proxy statement explains more about proxy voting. Please read it carefully. We look forward to your participation. Sincerely, James Dimon Chairman and Chief Executive Officer Notice of 2013 Annual Meeting of Shareholders and Proxy Statement Date: Tuesday, May 21, 2013 Time: 10:00 am Place: JPMorgan Chase Highland Oaks Campus 10420 Highland Manor Drive, Building 2 Tampa, FL 33610 Matters to be voted on: • Election of directors • Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2013 • Advisory resolution to approve executive compensation • Amendment to the Firm’s Restated Certificate of Incorporation to authorize shareholder action by written consent • Reapproval of the Key Executive Performance Plan • Shareholder proposals, if they are introduced at the meeting • Any other matters that may properly be brought before the meeting By order of the Board of Directors Anthony J. Horan Secretary April 10, 2013 Please vote promptly. If you hold your shares in street name and do not provide voting instructions, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. See “How votes are counted” at page 52 . We sent shareholders of record at the close of business on March 22, 2013 , a Notice of Internet Availability of Proxy Materials on or about April 10, 2013 . Instructions on how to receive a printed copy of our proxy materials are included in the notice, as well as in this attached Proxy Statement. Our 2013 Proxy Statement and Annual Report for the year ended December 31, 2012 , are available free of charge on our Website at http://investor.shareholder.com/jpmorganchase/annual.cfm. If you plan to attend the meeting in person , you will be required to present a valid form of government-issued photo identification, such as a driver’s license, and proof of ownership as of our record date March 22, 2013 . See “Attending the annual meeting” at page 53 . Contents Page 2013 Proxy Summary i Proposal 1: Election of directors 1 Information about the nominees 1 Corporate governance 7 Introduction 7 Committees of the Board 8 Director independence 10 Other governance practices 11 Director compensation 13 Security ownership of directors and executive officers 15 Compensation Discussion and Analysis 16 2012 Business performance overview 16 Compensation principles and practices 18 Compensation decisions for Named Executive Officers 18 2012 Compensation 23 Advisory resolution to approve executive compensation 24 Compensation framework 24 Compensation & Management Development Committee report 29 Executive compensation tables 30 I. Summary compensation table 30 II. 2012 Grants of plan -based awards 31 III. Outstanding equity awards at fiscal year -end 2012 32 IV. 2012 Option exercises and stock vested table 34 V. 2012 Pension benefits 34 VI. 2012 Non -qualified deferred compensation 35 VII. 2012 Potential payments upon termination or change in control 36 Additional information about our directors and executive officers 37 Audit Committee report 39 Proposal 2: Ratification of independent registered public accounting firm 40 Proposal 3: Advisory resolution to approve executive compensation 41 Proposal 4: Amendment to the Firm ’s Restated Certificate of Incorporation to authorize shareholder action by written consent 41 Proposal 5: Reapproval of Key Executive Performance Plan 43 Proposals 6-9: Shareholder proposals 44 General information about the meeting 52 Shareholder proposals and nominations for the 2014 annual meeting 55 Appendix A: Board of Directors – roles and responsibilities 57 Appendix B: Director independence standards 58 Appendix C: JPMorgan Chase Compensation principles and practices 59 Appendix D: Elements of current NEO compensation 61 Appendix E: Overview of 2012 performance 62 Appendix F: Amendment to the Firm ’s Restated Certificate of Incorporation to authorize shareholder action by written consent 69 Appendix G: JPMorgan Chase & Co. Key Executive Performance Plan 72 JPMorgan Chase Highland Oaks Campus – map and directions 74 Table of Contents 2013 Proxy Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Annual Meeting of Shareholders Time and Date: 10:00 am Eastern Daylight Time, May 21, 2013 Place: JPMorgan Chase Highland Oaks Campus 10420 Highland Manor Drive, Building 2 Tampa, Florida 33610 Record Date: March 22, 2013 Voting and Attendance at Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote on each Meeting matter to be voted on. Voting may be done over the Internet, by telephone, by completing and mailing the proxy card, or in person at the annual meeting. Additional information is provided under “General information about the meeting” at page 52. If you plan to attend the meeting in person, you will be required to present a valid form of government-issued photo identification, such as a driver’s license, and proof of ownership as of our record date March 22, 2013. See “Attending the annual meeting” at page 53. Matters to be Voted on: Management Proposals The Board of Directors recommends you vote For each director nominee and for the following proposals (for more information see page referenced): 1. Election of Directors page 1 4. Amendment to Certificate of Incorporation page 41 authorizing shareholder action by written consent 2. Ratification of PricewaterhouseCoopers LLP as the page 40 5. Reapproval of the Key Executive Performance Plan page 43 Firm’s independent registered public accounting firm 3. Advisory resolution to approve executive page 41 compensation Shareholder Proposals (if they are introduced at the meeting) The Board of Directors recommends you vote Against each of the following shareholder proposals (for more information see page referenced): 6. Require separation of chairman and CEO page 44 8. Adopt procedures to avoid holding or page 48 recommending investments that contribute to human rights violations 7. Require executives to retain significant stock until page 46 9. Disclose Firm payments used directly or indirectly page 50 reaching normal retirement age for lobbying, including specific amounts and recipients’ names JPMorgan Chase & Co./ 2013 Proxy Statement i Table of Contents Election of Directors The Board has nominated 11 directors: the CEO and 10 other serving directors, all of whom are independent. Nominee and Principal Occupation Nominee and Principal Occupation James A. Bell Timothy P. Flynn Retired Executive Vice President of The Boeing Company Retired Chairman of KPMG International Director since 2011 Director since May 2012 Crandall C. Bowles Ellen V. Futter Chairman of Springs Industries, Inc. President and Trustee of the American Museum of Natural History Director since 2006 Director since 2001 and Director of J.P. Morgan & Co. Incorporated from 1997 to 2000 Stephen B. Burke Laban P. Jackson, Jr. Chief Executive Officer of NBCUniversal, LLC and Executive Vice Chairman and Chief Executive Officer of Clear Creek Properties, Inc. President of Comcast Corporation Director since 2004 and Director of Bank One Corporation from 1993 Director since 2004 and Director of Bank One Corporation from 2003 to 2004 to 2004 David M.
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