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 18, 2021
(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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Registrant held its Annual Meeting of Shareholders on Tuesday, May 18, 2021; 2,592,392,087 shares were represented in person or by proxy, or 85.49% 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 91.60% of the votes cast.
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Linda B. Bammann | 2,182,032,775 | 50,152,726 | 3,783,698 | 356,422,888 | ||||||||||
| Stephen B. Burke | 2,044,324,200 | 187,277,831 | 4,367,168 | 356,422,888 | ||||||||||
| Todd A. Combs | 2,126,399,264 | 87,124,483 | 22,445,452 | 356,422,888 | ||||||||||
| James S. Crown | 2,199,113,152 | 32,436,748 | 4,419,299 | 356,422,888 | ||||||||||
| James Dimon | 2,039,584,725 | 184,498,467 | 11,886,007 | 356,422,888 | ||||||||||
| Timothy P. Flynn | 2,192,947,472 | 38,182,268 | 4,839,459 | 356,422,888 | ||||||||||
| Mellody Hobson | 2,064,031,395 | 167,973,145 | 3,964,659 | 356,422,888 | ||||||||||
| Michael A. Neal | 2,164,936,647 | 66,486,124 | 4,546,428 | 356,422,888 | ||||||||||
| Phebe N. Novakovic | 2,208,361,738 | 23,394,791 | 4,212,670 | 356,422,888 | ||||||||||
| Virginia M. Rometty | 2,144,194,807 | 87,612,355 | 4,162,037 | 356,422,888 | ||||||||||
Proposal 2 - Shareholders approved the advisory resolution to approve executive compensation
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 2,015,111,054 | 207,212,021 | 13,646,124 | 356,422,888 | ||||||||
| 90.12 | % | 9.26 | % | 0.61 | % | ||||||
Proposal 3 - Shareholders approved the amended and restated long-term incentive plan
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 2,153,796,667 | 73,345,015 | 8,827,517 | 356,422,888 | ||||||||
| 96.32 | % | 3.28 | % | 0.39 | % | ||||||
Proposal 4 - Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Registrant's independent registered public accounting firm for 2021
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 2,465,952,687 | 121,379,615 | 5,059,785 | 0 | ||||||||
| 95.12 | % | 4.68 | % | 0.19 | % | ||||||
SHAREHOLDER PROPOSALS
Proposal 5 - Shareholders did not approve the proposal to improve shareholder written consent
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 1,046,106,545 | 1,164,665,182 | 25,197,472 | 356,422,888 | ||||||||
| 46.78 | % | 52.08 | % | 1.12 | % | ||||||
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Proposal 6 - Shareholders did not approve the proposal on racial equity audit and report
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 889,953,702 | 1,306,263,446 | 39,752,051 | 356,422,888 | ||||||||
| 39.80 | % | 58.42 | % | 1.77 | % | ||||||
Proposal 7 - Shareholders did not approve the proposal on independent board chairman
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 1,063,138,397 | 1,163,649,134 | 9,181,668 | 356,422,888 | ||||||||
| 47.54 | % | 52.04 | % | 0.41 | % | ||||||
Proposal 8 - Shareholders did not approve the proposal on political and electioneering expenditure and congruency report
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 660,183,317 | 1,543,390,892 | 32,394,990 | 356,422,888 | ||||||||
| 29.52 | % | 69.02 | % | 1.44 | % | ||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibit
| Exhibit No. | Description of Exhibit | |||||||
| 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/ John H. Tribolati | ||||
| John H. Tribolati | |||||
| Corporate Secretary | |||||
| Dated: | May 21, 2021 | ||||
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