JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017-2070 April 5, 2018 Dear fellow shareholders: We are pleased to invite you to attend the annual meeting of shareholders to be held on May 15, 2018 at 10:00 a.m., local time, at the JPMorgan Chase Dallas Corporate Center in Plano, Texas. 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, 2018 Dear fellow shareholders: 2017 was another strong year for the Firm, on many shareholder value and focus on addressing challenges, measures, as we achieved healthy growth across all of such as accelerating the pace with which we deliver our major businesses — adding clients and customers innovation and change. To that end, we have placed a and delivering record earnings per share. Most priority on investing in innovation and new technology importantly, the Firm maintained its fortress balance initiatives that allow us to deliver products and services sheet, discipline and client focus, and we continued to that are more valuable to our customers. build value for our shareholders. The Firm’s future success rests on our ability to Your Board continues to focus on issues that are continue to satisfy the needs of our customers and important to us and to our shareholders and, because promote opportunity in our communities, enabling this has been an especially notable year, we would like more people to share in the rewards of a growing to highlight a few for you. economy. Earlier this year, we were pleased to announce a $20 billion, five-year comprehensive To begin, having a first-rate management team in place investment to help our employees, and support job is one of the highest priorities of the Board. To see that growth and the broader economy. This investment we continue to do so, management succession planning included increasing wages for 22,000 of our is a key focus of your Board. The independent directors employees, expanding our branch network into new know the Firm’s senior leaders well, through unfettered U.S. markets, increasing our community-based access and significant interaction and believe that, philanthropic investments to $1.75 billion over five under all timing scenarios, the Firm has in place several years, increasing small business lending by $4 billion, highly capable successors to Jamie and other members and accelerating affordable housing lending. The of the Operating Committee who are well prepared to investment is intended to drive inclusive economic meet future challenges. We recently announced that growth and help create opportunity for more Jamie will continue in his current role for approximately Americans, and was made possible by the Firm’s strong five more years, and that Daniel Pinto, the CEO of our and sustained business performance, recent changes to Corporate & Investment Bank, and Gordon Smith, the the U.S. corporate tax system, and a more constructive CEO of Consumer & Community Banking, have been regulatory and business environment. appointed Co-Presidents and Co-Chief Operating Officers. In their new roles, Daniel and Gordon will work We also remain committed to an effective and efficient with Jamie to help drive critical Firm-wide risk and control environment. While the Firm has strong opportunities. These changes are consistent with the controls, we are always striving for continuous Board’s commitment to succession planning. improvement. Throughout the past year, the Board has spent significant time on overseeing management’s The Board has also spent significant time on the Firm’s efforts to continue to strengthen our infrastructure and strategy. The Board reviews and approves the Firm’s enhance our controls while improving the client and Strategic Plan, which defines our strategic priorities customer experience. Cyber defense and improving our and contains management’s annual and multi-year resiliency against cybersecurity threats remains a key plans to deliver on them. The Firm’s priorities reflect focus at all levels of management within the Firm, and our belief that our business model enhances long-term of your Board. As part of risk management, we also take seriously our We are pleased to welcome the newest member of our responsibility to set the “tone at the top.” The Board, Mellody Hobson, President of Ariel Investments, commitment to a strong and healthy culture at LLC, whose election in March 2018 reflects the Board’s JPMorgan Chase remains steadfast. The Board provides commitment to seeking out and including top talent direct oversight of the Firm’s Culture and Conduct with fresh perspectives. Mellody brings to the Board a Program. This year there was continued emphasis on remarkable combination of skills, experience, and our Business Principles and cultivating a strong, personal qualities that will serve our shareholders, the cohesive culture across all levels of the Firm. Firm, and the Board well. The Board is also very mindful of its own succession We look forward to continuing to deliver value to our planning. We are focused on ensuring that we have the customers, shareholders, and communities. On behalf right mix of skills and experiences to align with our of all our colleagues on the Board, we are grateful for business strategy. We conduct an annual board your support of our Board and the Firm. evaluation process and an ongoing review of the Board’s composition and potential candidates. Maintaining an appropriate balance of experience and fresh perspective is also a key focus. We would like to take this opportunity to thank our friend and colleague, Crandall Bowles, who will be retiring from our Board immediately prior to our James Dimon Annual Meeting. We have benefited greatly from Chairman and Chief Executive Officer Crandall’s insights on international business, audit, and risk matters. Her service on the Audit Committee and as Chair of the Public Responsibility Committee has made us a better Board and a better Firm. We will miss her valuable perspective and commitment. Lee R. Raymond Lead Independent Director Notice of 2018 Annual Meeting of Shareholders and Proxy Statement DATE Tuesday, May 15, 2018 TIME 10:00 a.m. Central Time PLACE JPMorgan Chase Dallas Corporate Center 8181 Communications Parkway Plano, Texas 75024 RECORD DATE March 16, 2018 MATTERS TO BE Election of directors VOTED ON Ratification of special meeting provisions in the JPMorgan Chase By-Laws Advisory resolution to approve executive compensation Approval of Amended and Restated Long-Term Incentive Plan effective May 15, 2018 Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018 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, 2018 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, 2018, we sent to shareholders of record at the close of business on March 16, 2018, a Notice of Internet Availability of Proxy Materials (“Notice”), which includes instructions on how to access our 2018 Proxy Statement and 2017 Annual Report online, and how to vote online for the 2018 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 16, 2018. See “Information about the annual shareholder meeting” on page 107 of this proxy statement. 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. Of the matters to be voted on at the annual meeting, your broker has discretionary authority to vote only on the ratification of the appointment of the independent registered auditors. See “What is the voting requirement to approve each of the proposals?” on page 110 of this proxy statement. Table of Contents RECOMMENDATIONS 2018 Proxy summary................................................... 1 Proposal 1 (continued)................................................. Compensation & Management Development Corporate Governance Committee interlocks and insider participation..... 34 Political activities and lobbying................................ 34 Executive summary.......................................................