Jpmorgan Chase & Co
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Annual Meeting of Shareholders 2019Proxy Statement JPMorgan Chase & Co. 383 Madison Avenue New York, New York 10179-0001 April 5, 2019 Dear fellow shareholders: We are pleased to invite you to attend the annual meeting of shareholders to be held on May 21, 2019 at 10:00 a.m., local time, at Chase Tower in Chicago, Illinois. This forum provides shareholders with the opportunity to discuss 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 in person. We encourage you to designate the persons named as proxies 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. This proxy statement explains more about the matters to be voted on at the annual meeting and about proxy voting. 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 LEE R. RAYMOND, OUR LEAD INDEPENDENT DIRECTOR April 5, 2019 Dear fellow shareholders: In connection with the 2019 Annual Meeting, we write and efficient risk and control environment. This to share with you some of the highlights of the work of includes being prepared to operate effectively in an our Board. We recognize that JPMorgan Chase is an evolving financial landscape, regardless of interest exceptional company with an extraordinary heritage rates, credit cycle, balance sheet and capital, liquidity and a promising future. The Firm has continually and funding requirements across jurisdictions. innovated and evolved, and today we have a proven Having a first-rate management team in place to meet business model with a breadth, scale and reach that is these challenges continues to be one of our highest unparalleled. That presents us with opportunities and priorities as a Board. We regularly review succession challenges to interact with a wide range of clients and planning for the CEO and other members of the customers, employees, regulators, shareholders and Operating Committee and take advantage of numerous communities all over the world. JPMorgan Chase has formal and informal opportunities to meet with continually seized its opportunities and met its members of the Operating Committee and other high challenges, resulting in best-in-class long-term potential senior management leaders. The appointment performance. We will work tirelessly to continue to of Daniel Pinto and Gordon Smith as Co-Presidents and outperform in any environment and live up to the Co-Chief Operating Officers of the Company Firm’s heritage and promise. demonstrates the strength of our management team As for this year specifically, the Board notes that it was and our commitment to provide ongoing growth another strong year for the Firm, as we generated opportunities for future generations of leaders to record earnings per share and added clients and develop the capabilities critical to the Firm’s long-term customers while continuing to make significant health and success. investments in products, people and technology. At the In addition, we have long believed that oversight of the same time, the Firm maintained its fortress balance Firm’s culture and reputation are key Board sheet and its strong, cohesive culture, which supported responsibilities. In fulfilling this role, we hold sustained shareholder value. management to the highest standards of conduct, The Board also holds management accountable to respect and personal accountability in everything we do prepare for the future, overseeing the Firm’s long-term for our clients and customers, employees, shareholders strategic planning. Over the course of the year, the and the communities we serve. This means that when Board met regularly with senior management to discuss there are issues internally, we expect management to how the Firm is focused on investing in exceptional address them. Equally important, we must give back to client service today, as well as in innovation that will the communities we serve. The Firm continued to make make us even more valuable to our clients and significant progress this past year, through its customers—even when that means disrupting ourselves. commitments to skills training, financial education, We have observed management’s commitment to inner city advancement, disaster relief and employee pursuing the leading technology capabilities and development. infrastructure necessary to maintain and capitalize on The Board is also focused on its own succession our scale and continuing to invest for the future, while planning and the need to ensure we have the right mix maintaining expense discipline. We have also seen of skills and expertise and an appropriate balance of management’s unwavering commitment to an effective experience and fresh perspective. As a result of these efforts, four new directors, including two women, have joined the Board in the last six years. We would like to take this opportunity to thank our friend and colleague, William Weldon, who will be retiring from our Board immediately prior to our Annual Meeting. We have benefited greatly from Bill’s insights on leadership, management development, governance and international business matters. His service on the Compensation & Management Development Committee and as Chair of the Corporate Governance & Nominating Committee has enhanced our Board and our Firm. We will miss his valuable perspective and commitment. 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 2019 Annual Meeting of Shareholders and Proxy Statement DATE Tuesday, May 21, 2019 TIME 10:00 a.m. Central Time PLACE Chase Tower 21 South Clark Street, 56th Floor Chicago, Illinois 60603 RECORD DATE March 22, 2019 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 2019 ▪ 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 5, 2019 YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE PROMPTLY. JPMorgan Chase & Co. uses the Securities and Exchange Commission rule permitting companies to furnish proxy materials to their shareholders on the Internet. In accordance with this rule, on or about April 5, 2019, we sent to shareholders of record at the close of business on March 22, 2019, a Notice of Internet Availability of Proxy Materials (“Notice”), which includes instructions on how to access our 2019 Proxy Statement and 2018 Annual Report online, and how to vote online for the 2019 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. 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 or passport, and proof of ownership of our common stock as of our record date March 22, 2019. See “Information about the annual shareholder meeting” on page 92 of this proxy statement. 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 95 of this proxy statement. Table of Contents RECOMMENDATIONS ✓ 2019 Proxy summary ......................... 1 Proposal 1 (continued) Compensation & Management Development Corporate Governance Committee interlocks and insider participation . 34 Executive summary ........................... 9 Political activities and lobbying ................ 34 Code of Conduct ............................ 34 Proposal 1: Election of Directors ................ ✓ Code of Ethics for Finance Professionals ......... 35 Summary of factors for shareholder consideration . 10 Supplier Code of Conduct ..................... 35 Director nominees ............................ 11 Section 16(a) beneficial ownership reporting Director independence, recruitment and compliance ................................ 35 re-nomination ............................... 18 Personal and professional attributes and skills of Director compensation ........................ 35 the nominees .............................. 18 Independence .............................. 19 Executive Compensation Director recruitment ........................ 20 Executive summary ........................... 39 Director re-nomination ....................... 20 Proposal 2: Advisory resolution to approve How our Board conducts its business ............. 21 executive compensation ...................... ✓ Sound governance practices .................. 21 Compensation discussion and analysis ............ 41 Our Board’s leadership