UNITED STATES

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 15, 2007

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 Number)

 

270 Park Avenue, New York, NY

10017

(Address of Principal Executive Office)

(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 (see General Instruction A.2. below):

  • 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))

 

 

 

 

Item 8.01 Other Events.

Registrant held its Annual Meeting of Shareholders on Tuesday, May 15, 2007. A total of 2,993,118,817 shares were represented in person or by proxy, or 87.31% of the total shares outstanding. The results of shareholder voting on the 10 proposals presented were as follows:

MANAGEMENT PROPOSALS:

Proposal 1. Shareholders elected the 11 director nominees named in the Proxy Statement:

Name

For

Withheld

Crandall C. Bowles

2,927,989,133

65,129,684

Stephen B. Burke

2,904,548,973

88,569,844

James S. Crown

2,907,433,179

85,685,637

James Dimon

2,896,673,530

96,445,286

Ellen V. Futter

2,926,034,723

67,084,094

William H. Gray, III

2,885,071,966

108,046,850

Laban P. Jackson, Jr.

2,814,347,158

178,771,658

Robert I. Lipp

2,906,090,969

87,027,847

David C. Novak

2,830,636,324

162,482,492

Lee R. Raymond

2,820,051,047

173,067,769

William C. Weldon

2,905,717,928

87,400,889

There were no broker non-votes.

Proposal 2. Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Registrant's independent registered public accounting firm for 2007:

For

Against

Abstain

2,926,963,243

37,275,397

28,880,175

97.79% of voted

1.25% of voted

0.96% of voted

98.74% of votes for and against

1.26% of votes for and against

 

There were no broker non-votes.

SHAREHOLDER PROPOSALS:

Proposal 3. Shareholders did not approve the proposal on stock options:

For

Against

Abstain

133,220,832

2,363,080,050

42,026,427

5.25% of voted

93.10% of voted

1.66% of voted

5.34% of votes for and against

94.66% of votes for and against

 

There were 454,791,509 broker non-votes.

Proposal 4. Shareholders did not approve the proposal on performance-based restricted stock:

For

Against

Abstain

1,050,210,014

1,443,406,909

44,710,768

41.37% of voted

56.86% of voted

1.76% of voted

42.12% of votes for and against

57.88% of votes for and against

 

There were 454,791,145 broker non-votes.

Proposal 5. Shareholders did not approve the proposal on executive compensation approval:

For

Against

Abstain

980,751,682

1,437,493,468

120,065,381

38.64% of voted

56.63% of voted

4.73% of voted

40.56% of votes for and against

59.44% of votes for and against

 

There were 454,808,287 broker non-votes.

Proposal 6. Shareholders did not approve the proposal on separation of Chairman and CEO:

For

Against

Abstain

390,147,025

2,105,825,115

42,355,168

15.37% of voted

82.96% of voted

1.67% of voted

15.63% of votes for and against

84.37% of votes for and against

 

There were 454,791,510 broker non-votes.

Proposal 7. Shareholders did not approve the proposal on cumulative voting:

For

Against

Abstain

924,242,320

1,573,318,164

40,766,823

36.41% of voted

61.98% of voted

1.61% of voted

37.01% of votes for and against

62.99% of votes for and against

 

There were 454,791,511 broker non-votes.

Proposal 8. Shareholders did not approve the proposal on majority voting for directors:

For

Against

Abstain

1,178,134,893

1,319,336,222

40,845,192

46.41% of voted

51.98% of voted

1.61% of voted

47.17% votes for and against

52.83% of votes for and against

 

There were 454,802,511 broker non-votes.

Proposal 9. Shareholders did not approve the proposal on political contributions report:

For

Against

Abstain

260,269,787

1,912,675,524

365,388,086

10.25% of voted

75.35% of voted

14.39% of voted

11.98% of votes for and against

88.02% of votes for and against

 

There were 454,785,421 broker non-votes.

Proposal 10. Shareholders did not approve the proposal on slavery apology report:

For

Against

Abstain

62,451,967

2,095,657,277

380,224,153

2.46% of voted

82.56% of voted

14.98% of voted

2.89% of votes for and against

97.11% of votes for and against

 

There were 454,785,421 broker non-votes.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   

JPMORGAN CHASE & CO.

 

By:

/s/ Anthony J. Horan

 

Name:
Title:

Anthony J. Horan
Corporate Secretary

Date: May 18, 2007