Table of Contents
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): March 18, 2011
JPMORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)
| Delaware | 1-5805 | 13-2624428 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 270 Park Avenue, New York, NY | 10017 | |||
| (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)) |
Table of Contents
| 2 | ||||
| 3 | ||||
| 4 | ||||
On March 18, 2011, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) announced the following actions taken by its Board of Directors: (i) declaration of a quarterly dividend of $0.25 per share on JPMorgan Chase’s common stock, payable on April 30, 2011 to stockholders of record at the close of business on April 6, 2011 and (ii) authorization of a new $15 billion multi-year common stock repurchase program, of which up to $8.0 billion of common stock repurchases is approved for 2011.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 99.1 | JPMorgan Chase & Co. press release, dated March 18, 2011 | |
2
Table of Contents
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/ Anthony J. Horan | |||
| Anthony J. Horan | ||||
| Corporate Secretary | ||||
| Dated: March 18, 2011 | ||||
3
Table of Contents
| Exhibit |
Description of Exhibit | |
| 99.1 | JPMorgan Chase & Co. press release, dated March 18, 2011 | |
4
JPMorgan Chase & Co.
270 Park Avenue, New York, NY 10017-2070
NYSE symbol: JPM
www.jpmorganchase.com
News release: IMMEDIATE RELEASE
JPMORGAN CHASE TO INCREASE QUARTERLY COMMON STOCK
DIVIDEND TO $0.25 PER SHARE
BOARD AUTHORIZES $15 BILLION COMMON STOCK
REPURCHASE PROGRAM
March 18, 2011 – NEW YORK – JPMorgan Chase & Co. (NYSE: JPM) today announced the following actions taken by its Board of Directors:
| • | Declared a quarterly dividend of $0.25 per share on the corporation’s common stock, an increase of $0.20 per share. The dividend is payable on April 30, 2011 to stockholders of record at the close of business on April 6, 2011. |
| • | Authorized a new $15 billion multi-year common stock repurchase program, of which up to $8.0 billion of common stock repurchases is approved for 2011. |
Remarking on the dividend action and repurchase authorization, Jamie Dimon, Chairman and CEO, said, “We are pleased to be in a position to increase our dividend and to establish a new share repurchase program. Our current expectation is to return to a payout ratio of approximately 30% of normalized earnings over time. We will operate the business with the objectives of maintaining a Basel I Tier 1 Common ratio of at least 9.0% and meeting the Basel III requirements substantially ahead of time. Our earnings power will allow us to generate significant capital in excess of our objectives allowing us to aggressively invest in our future.”
Dimon added, “JPMorgan Chase has substantial organic growth opportunities – building branches, adding bankers, and expanding product and service capabilities globally. Quality organic growth is our top priority and our best use of capital. We expect, though at a minimum, essentially to repurchase the same amount of shares that we issue for employee stock-based incentive awards. Beyond this, we intend to repurchase stock only when we are generating capital in excess of what we need to fund our organic growth and when we think it provides excellent value to our existing shareholders.”
The timing of common stock purchases and the exact number of shares purchased through the repurchase authorization will depend on various factors, including market conditions, the Firm’s capital position, internal capital generation, and organic investment opportunities. The new repurchase program does not include specific price targets, may be executed through open market purchases or privately negotiated transactions, including utilizing Rule 10b5-1 programs, and may be suspended at any time.
The Federal Reserve has approved utilization of up to $8.0 billion in 2011 of the $15 billion repurchase program. The share repurchase program replaces the prior $10 billion program that had approximately $3.2 billion of remaining authorization.
Investor Contact: Lauren Tyler (212) 270-7325 Media Contact: Joe Evangelisti (212) 270-7438
J.P. Morgan Chase & Co.
News Release
About J.P. Morgan
JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2.1 trillion and operations in more than 60 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of consumers 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.