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Jpmorgan Chase & Co 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 8, 2015 Dear fellow shareholders: We are pleased to invite you to the annual meeting of shareholders to be held on May 19, 2015, at The Westin Book Cadillac Detroit in Detroit, Michigan. 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 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 2015 ANNUAL MEETING Notice of 2015 Annual Meeting of Shareholders and Proxy Statement DATE Tuesday, May 19, 2015 TIME 10:00 a.m. Eastern Daylight Time PLACE Westin Book Cadillac Detroit 1114 Washington Boulevard Detroit, Michigan 48226 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 2015 Approval of Amendment to Long-Term Incentive 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 8, 2015 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” on page 97 of this proxy statement. We sent shareholders of record at the close of business on March 20, 2015, a Proxy Statement, together with an accompanying form of proxy card and Annual Report, or a Notice of Internet Availability of Proxy Materials (“Notice”) on or about April 8, 2015. Our 2015 Proxy Statement and Annual Report for the year ended December 31, 2014, are available free of charge on our website at investor.shareholder.com/jpmorganchase/annual.cfm. 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 20, 2015. See “Attending the annual meeting” on page 98 of this proxy statement. CONTENTS 2015 Proxy summary..................................................................................... 1 PROPOSAL 1: Election of directors 7 Executive summary.......................................................................................... 8 Director nomination process ........................................................................... 8 Director criteria ............................................................................................... 10 Nominees’ qualifications and experience ........................................................ 10 Corporate governance ..................................................................................... 17 Principles .................................................................................................... 17 Board structure and responsibilities........................................................... 17 Committees of the Board ............................................................................ 20 Board committee membership and 2014 meetings................................... 22 Board evaluation......................................................................................... 23 Board communication................................................................................. 23 Director independence................................................................................ 24 Director compensation................................................................................ 25 Board’s role in risk management oversight..................................................... 27 Our business principles.................................................................................... 28 Certain key governance policies ...................................................................... 29 Voting standards ......................................................................................... 29 Special shareholder meetings and action by written consent .................... 29 Public policy engagement ........................................................................... 29 PROPOSAL 2: Advisory resolution to approve executive compensation 30 Advisory resolution.......................................................................................... 31 Compensation discussion and analysis............................................................ 32 Executive summary..................................................................................... 32 2014 Business performance....................................................................... 33 Pay for performance framework................................................................. 38 Compensation decisions for Named Executive Officers.............................. 41 Pay practices............................................................................................... 51 Risk and control .......................................................................................... 54 Compensation & Management Development Committee report..................... 57 Executive compensation tables........................................................................ 58 I. Summary compensation table ................................................................. 58 II. 2014 Grants of plan-based awards ........................................................ 59 III. Outstanding equity awards at fiscal year-end 2014.............................. 60 IV. 2014 Option exercises and stock vested table ...................................... 62 V. 2014 Pension benefits............................................................................ 62 VI. 2014 Non-qualified deferred compensation......................................... 63 VII. 2014 Potential payments upon termination or change in control....... 64 CONTENTS PROPOSAL 2 (continued): Security ownership of directors and executive officers ................................... 66 Additional information about our directors and executive officers ................ 67 PROPOSAL 3: Ratification of independent registered public accounting firm 69 Executive summary.......................................................................................... 70 Fees paid to PricewaterhouseCoopers LLP...................................................... 70 Audit Committee approval policies and procedures........................................ 71 Audit Committee report................................................................................... 72 PROPOSAL 4: Approval of Amendment to Long-Term Incentive Plan, as amended and restated effective May 19, 2015 74 Summary of the Plan as proposed to be amended.......................................... 79 PROPOSALS 5–10: Shareholder proposals 83 5. Independent board chairman ................................................................... 84 6. Lobbying.................................................................................................... 87 7. Special shareowner meetings................................................................... 89 8. How votes are counted.............................................................................. 91
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