Jpmorgan Chase & Co 8-K, filed May 21, 2020
Jpmorgan Chase & Co (JPM)
8-K
2020-05-21
For: 2020-05-21
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Added on
April 06, 2026
About this 8-K
Jpmorgan Chase & Co filed this 8-K on May 21, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. employer identification no.) | ||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (212 ) 270-6000
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 |
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% | ||||
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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). | |
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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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JPMorgan Chase & Co. 383 Madison Avenue, New York, NY 10017-2070 NYSE symbol: JPM www.jpmorganchase.com News release: IMMEDIATE RELEASE JPMorgan Chase Board of Directors Welcomes Virginia Rometty; James Bell and Laban Jackson retire from Board Appoints Todd Combs and Michael Neal as Members of the Audit Committee and Timothy Flynn as Chair of the Audit Committee, James Crown as Chair of the Public Responsibility Committee New York, May 19, 2020 – JPMorgan Chase (NYSE: JPM) announced today that Virginia (Ginni) M. Rometty, 62, has been elected as a director of the company, effective immediately. James A. Bell, 71, and Laban P. Jackson, Jr., 77, have retired from the Board. Ginni Rometty serves as Executive Chairman of IBM. She was previously Chairman, President and Chief Executive Officer of the company since 2012. During her tenure, Mrs. Rometty led IBM through the most significant transformation in its history, reinventing the company to lead in the new era of AI, blockchain, cybersecurity and quantum technologies. In addition, she serves on the Council of Foreign Relations, the board of trustees at Northwestern University and the boards of overseers and managers of Memorial Sloan-Kettering Cancer Center. She is also the co-chair of the Aspen Institute’s Cyber Group and is a member of the advisory board of Tsinghua University School of Economics and Management. “Ginni Rometty is one of the most accomplished business leaders of our time — leading IBM’s resurgence during an extremely competitive and ever-changing environment. We are so fortunate to attract another outstanding director to our board, and we look forward to working with her,” said Lee Raymond, Lead Director of JPMorgan Chase. “I have known and admired Ginni for some time and had the opportunity to work with her more closely on the Business Roundtable during these last two years. She is a dynamic and highly knowledgeable leader whose perspectives and experience will add great value to our company as we continue to accelerate our investments in products, services and technology,” said Jamie Dimon, Chairman and CEO of JPMorgan Chase. Ginni Rometty said, “JPMorgan Chase is one of the most successful companies in the world today and it continues to make investments to stay on the cutting edge of technology to serve consumers, businesses and communities. I am excited to join this diverse board of leaders and bring my experience to help the company become even stronger for the future.” James A. Bell, Retired Executive Vice President of The Boeing Company, and Laban P. Jackson, Chairman and Chief Executive Officer of Clear Creek Properties, Inc., have retired from the Board. Mr. Bell served the company with distinction since 2011 and most recently acted as the Chair of the Board’s Audit Committee. Mr. Jackson is one of the company’s longest serving directors, having served in many critical capacities since joining the firm’s predecessor Bank One board in 1993. Investor Contact: Jason Scott, 212-270-7325 Media Contact: Joseph Evangelisti, 212-270-7438
J.P. Morgan Chase & Co. News Release Jamie Dimon said, “The Board and I cannot thank James and Labe enough for their many contributions to our company over the years. They helped us navigate through some of the most challenging economic and political times — and we are a better company today thanks to their excellent judgement and valuable perspectives.” In connection with the retirements of Messrs. Bell and Jackson, the Board of Directors today appointed Timothy P. Flynn as Chair of the Audit Committee, succeeding Mr. Bell, and appointed Todd A. Combs and Michael A. Neal as members 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. Mrs. Rometty’s appointment to a Board Committee will be announced in due course. About JPMorgan Chase JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $3.1 trillion and operations worldwide. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing, and asset management. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of customers in the United States and many of the world's most prominent corporate, institutional and government clients under its J.P. Morgan and Chase brands. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com. ### 429811:v1