JPMorgan Chase & Co.
8-K on 05/21/2020   Download
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 21, 2020
 
JPMorgan Chase & Co.
(Exact name of registrant as specified in its charter)
 
Delaware
1-5805
13-2624428
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. employer
identification no.)
 
 
 
 
 
383 Madison Avenue,



New York,
New York
 
 
10179
(Address of principal executive offices)
 
 
(Zip Code)
Registrant’s telephone number, including area code: (212270-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock
JPM
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 6.10% Non-Cumulative Preferred Stock, Series AA
JPM PR G
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 6.15% Non-Cumulative Preferred Stock, Series BB
JPM PR H
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DD
JPM PR D
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock, Series EE
JPM PR C
The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 4.75% Non-Cumulative Preferred Stock, Series GG
JPM PR J
The New York Stock Exchange
Alerian MLP Index ETNs due May 24, 2024
AMJ
NYSE Arca, Inc.
Guarantee of Callable Step-Up Fixed Rate Notes due April 26, 2028 of JPMorgan Chase Financial Company LLC
JPM/28
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Messrs. James A. Bell and Laban P. Jackson, Jr., who served as directors of the Firm since 2011 and 2004 respectively, retired from the Board on the eve of the 2020 annual meeting.

In connection with the retirements of Messrs. Bell and Jackson, the Board of Directors appointed Timothy P. Flynn as Chair of the Audit Committee, succeeding Mr. Bell, and appointed Todd A. Combs and Michael A. Neal as members of the Audit Committee. Messrs. Combs and Neal stepped down from the Public Responsibility Committee and Risk Committee, respectively.  James S. Crown was appointed as Chair of the Public Responsibility Committee, succeeding Mr. Flynn.
Virginia M. Rometty was elected as a director at the Firm’s 2020 Annual Meeting.  Mrs. Rometty serves as the Executive Chairman of International Business Machines Corporation. 

A copy of the Firm’s press release dated May 19, 2020 is attached as Exhibit 99.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) Registrant held its Annual Meeting of Shareholders on Tuesday, May 19, 2020; 2,598,047,436
shares were represented in person or by proxy, or 85.28% of the total shares outstanding.

(b) The results of the shareholder voting on the proposals presented were as follows:

MANAGEMENT PROPOSALS

Proposal 1 - Shareholders elected the 10 director nominees named in the Proxy Statement. All director nominees received at least 84.66% of the votes cast.

Name
For

Against

Abstain

Broker Non-Votes

Linda B. Bammann
2,201,523,301

8,389,639

3,843,501

384,290,995

Stephen B. Burke
2,073,885,065

134,116,730

5,754,646

384,290,995

Todd A. Combs
2,178,575,134

30,768,829

4,412,478

384,290,995

James S. Crown
2,182,488,020

26,775,462

4,492,959

384,290,995

James Dimon
2,094,758,820

105,759,914

13,238,707

384,290,995

Timothy P. Flynn
2,184,620,197

24,133,968

5,002,276

384,290,995

Mellody Hobson
2,162,227,368

47,506,248

4,022,825

384,290,995

Michael A. Neal
2,190,257,385

18,942,210

4,556,846

384,290,995

Lee R. Raymond
1,866,939,860

338,338,133

8,478,448

384,290,995

Virginia M. Rometty
2,184,977,160

24,522,790

4,256,491

384,290,995


Proposal 2 - Shareholders approved the Advisory Resolution to Approve Executive Compensation
For

Against

Abstain

Broker Non-Votes

2,028,865,123

170,946,757

13,944,561

384,290,995

91.65%

7.72%

0.63%

 

Proposal 3 - Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Registrant's independent registered public accounting firm for 2020
For

Against

Abstain

Broker Non-Votes
2,486,862,246

105,350,097

5,835,093

0
95.72%

4.05%

0.22%

 

2



SHAREHOLDER PROPOSALS

Proposal 4 - Shareholders did not approve the proposal on Independent Board Chairman
For

Against

Abstain

Broker Non-Votes

923,626,265

1,279,128,036

11,002,140

384,290,995

41.72%

57.78%

0.50%

 
Proposal 5 - Shareholders did not approve the proposal on Oil and Gas Company and Project Financing Related to the Arctic and the Canadian Oil Sands
For

Against

Abstain

Broker Non-Votes

329,403,445

1,840,624,953

43,728,043

384,290,995

14.88%

83.14%

1.98%

 
Proposal 6 - Shareholders did not approve the proposal on Climate Change Risk Reporting
For

Against

Abstain

Broker Non-Votes

1,076,902,607

1,093,448,163

43,405,671

384,290,995

48.65%

49.39%

1.96%

 
Proposal 7 - Shareholders did not approve the proposal on Amend Shareholder Written Consent Provisions
For

Against

Abstain

Broker Non-Votes

240,417,471

1,958,697,444

14,641,526

384,290,995

10.86%

88.48%

0.66%

 
Proposal 8 - Shareholders did not approve the proposal on Charitable Contributions Disclosure
For

Against

Abstain

Broker Non-Votes

56,147,628

2,137,983,839

19,624,974

384,290,995

2.54%

96.58%

0.89%

 
Proposal 9 - Shareholders did not approve the proposal on Gender/Racial Pay Equity
For

Against

Abstain

Broker Non-Votes

207,637,037

1,889,996,410

116,122,994

384,290,995

9.38%

85.38%

5.25%

 
Item 9.01 Financial Statements and Exhibits

(d)    Exhibit
 
 
 
Exhibit No.
 
Description of Exhibit
 
 
 
99.1
 
101
 
Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).


3



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JPMorgan Chase & Co.
(Registrant)


By:
/s/ Molly Carpenter
 
Molly Carpenter
 
Corporate Secretary



Dated:
May 21, 2020



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