JPMorganChase (JPM) investor relations material

Voting matters and shareholder proposals

• ISS recommended support for a shareholder proposal to require an independent board chair, citing concerns about combining CEO and Chair roles in large, complex organizations.

• The board opposes the proposal, highlighting strong historical performance and shareholder returns under the current combined leadership structure.

• The board amended its Corporate Governance Principles in 2022 to state that, upon the next CEO transition, the Chair and CEO roles will generally be separated, supporting orderly succession planning.

• The board argues that the proposal's prescriptive requirements could violate Delaware law and limit necessary flexibility in governance.

• Shareholders have consistently rejected similar proposals in prior years, and the current Lead Independent Director has received overwhelming support in elections.

Board of directors and corporate governance

• The board annually assesses its leadership structure to ensure effective oversight and fiduciary responsibility.

• Market practice among large U.S. public companies shows a majority maintain a combined CEO/Chair role, with no consensus on the ideal structure.

• The Lead Independent Director role is described as robust, with significant independent authority and responsibilities.

Shareholder rights and capital structure

• The board emphasizes the importance of maintaining flexibility in governance to adapt to changing circumstances and legal requirements.