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Jpmorgan Chase & Co. 270 Park Avenue New York, New York 10017-2070 April 7, 2016 Dear Fellow Shareholders: We Are Pleased To

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Jpmorgan Chase & Co. 270 Park Avenue New York, New York 10017-2070 April 7, 2016 Dear Fellow Shareholders: We Are Pleased To JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017-2070 April 7, 2016 Dear fellow shareholders: We are pleased to invite you to the annual meeting of shareholders to be held on May 17, 2016, at the Royal Sonesta Hotel, New Orleans, LA. As we have done in the past, in addition to considering the matters described in the proxy statement, we will provide an update on the Firm’s activities and performance. We hope that you will attend the meeting in person. We 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 2016 ANNUAL MEETING Notice of 2016 Annual Meeting of Shareholders and Proxy Statement DATE Tuesday, May 17, 2016 TIME 10:00 a.m. Central Time PLACE Royal Sonesta Hotel 300 Bourbon Street New Orleans, LA 70130 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 2016 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 7, 2016 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; your broker has discretionary authority to vote on the appointment of the auditors. See “How votes are counted” on page 99 of this proxy statement. On or about April 7, 2016, we sent to shareholders of record at the close of business on March 18, 2016, a Proxy Statement, together with an accompanying form of proxy card and Annual Report, or a Notice of Internet Availability of Proxy Materials (“Notice”). Our 2016 Proxy Statement and Annual Report for the year ended December 31, 2015, are available free of charge on our website at jpmorganchase.com/annual-report-proxy. Instructions on how to receive a printed copy of our proxy materials are included in the Notice, as well as in this Proxy Statement. 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 valid driver’s license or passport, and proof of ownership of our common stock as of our record date March 18, 2016. See “Attending the annual meeting” on page 100 of this proxy statement. CONTENTS 2016 Proxy summary..................................................................................... 1 PROPOSAL 1: Election of directors 9 Executive summary.......................................................................................... 10 Director nomination process ........................................................................... 10 Director criteria ............................................................................................... 13 Nominees’ qualifications and experience ........................................................ 13 Corporate governance ..................................................................................... 20 Principles .................................................................................................... 20 Board structure and responsibilities........................................................... 20 Committees of the Board ............................................................................ 23 Board committee membership and 2015 meetings................................... 25 Board’s role in risk management oversight ................................................ 26 Board assessment ....................................................................................... 26 Board communication................................................................................. 27 Director independence................................................................................ 28 Director compensation................................................................................ 29 Our business principles.................................................................................... 32 Certain key governance policies ...................................................................... 33 Special shareholder meetings and action by written consent .................... 33 Proxy access................................................................................................ 33 Public policy engagement ........................................................................... 33 PROPOSAL 2: Advisory resolution to approve executive compensation 35 Executive summary.......................................................................................... 36 Advisory resolution.......................................................................................... 36 Compensation discussion and analysis............................................................ 37 Summary..................................................................................................... 37 2015 Business performance....................................................................... 39 Pay for performance framework................................................................. 45 Compensation decisions for Named Executive Officers.............................. 48 Pay practices............................................................................................... 58 Risk and control .......................................................................................... 61 Compensation & Management Development Committee report..................... 65 Executive compensation tables........................................................................ 66 I. Summary compensation table ................................................................. 66 II. 2015 Grants of plan-based awards ........................................................ 67 III. Outstanding equity awards at fiscal year-end 2015.............................. 68 IV. 2015 Option exercises and stock vested table ...................................... 70 V. 2015 Pension benefits............................................................................ 70 VI. 2015 Non-qualified deferred compensation......................................... 71 VII. 2015 Potential payments upon termination or change in control....... 72 CONTENTS PROPOSAL 2 (continued): Security ownership of directors and executive officers ................................... 75 Additional information about our directors and executive officers ................ 77 PROPOSAL 3: Ratification of independent registered public accounting firm 79 Executive summary.......................................................................................... 80 Fees paid to PricewaterhouseCoopers LLP...................................................... 80 Audit Committee approval policies and procedures........................................ 81 Audit Committee report................................................................................... 82 PROPOSALS 4-9: Shareholder proposals 84 4. Independent board chairman ................................................................... 85 5. How votes are counted .............................................................................. 87 6. Vesting for government service ................................................................ 89 7. Appoint a stockholder value committee ................................................... 91 8. Clawback amendment............................................................................... 94 9. Executive compensation philosophy......................................................... 96 General information about the meeting 99 Shareholder proposals and nominations for the 2017 annual meeting 103 Appendix — Overview of 2015 performance 105 Royal Sonesta Hotel, New Orleans, LA – map and directions 113 Table of Contents 2016 PROXY SUMMARY 2016 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. Proxy statement Your vote is very important. The Board of Directors of sent or made available to you in connection with this JPMorgan Chase & Co. (“JPMorgan Chase” or the request and has been prepared for the Board by our “Firm”) is requesting that you allow your common stock management. This proxy statement is being sent and to be represented at the annual meeting by the proxies made available to our shareholders on or about April 7, named on the proxy card. This proxy statement is being 2016. Annual meeting overview 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 9 2. Advisory resolution to approve executive compensation 35 3. Ratification of PricewaterhouseCoopers LLP as the Firm’s independent registered public accounting firm 79 SHAREHOLDER PROPOSALS (if they are introduced at the meeting) The Board of Directors recommends you vote AGAINST each of the following shareholder proposals (for
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