JP MORGAN CHASE & CO. | Support for an independent board chairman at JP MORGAN CHASE & CO.

Status
36.87% votes in favour
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
JPM
Lead filer
Individual
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate
people hold the office of the Chairman and the office of the CEO as follows:
Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an
Independent Chairman of the Board on an accelerated basis.
Supporting statement
It is a best practice to adopt this proposal soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next
CEO transition.
This proposal topic won 47%-support at the 2021 JPM annual meeting. It takes much more JPM shareholder conviction of the merits of this proposal to vote
for this shareholder proposal than to reflexively vote according to the JPM Board of Directors instructions.
There are at least 2 ways 47%-support can be considered a 50%+ majority vote at JPM. This 47% vote was especially impressive because this proposal had
to swim upstream against repeated Madison Avenue type special solicitations sent to the JPM shareholders who have no access to independent proxy
voting advice.
The 47% also represented a 50%+ majority vote from professional investors who had access to independent proxy voting advice. Any proposal that gets
above 45% support has to get a majority vote from the most informed shares because there is an overwhelming abundance of automatic against votes from
the JPM shares that have no access to independent proxy voting advice.
The Board of Directors disingenuously put forth a deceptive policy, to dupe shareholders who have no access to independent proxy voting advice, that said
JPM could always have one person fill the 2 most important jobs at JPM as long as the JPM directors gave almost any excuse to violate the policy. Putting
forth a deceptive policy is worse than taking no action at all in response to a JPM shareholder proposal.
JPM also needs to take the role of the lead director seriously. JPM's so-called Lead Director violates the most important attribute of a Lead Director —
independence. As director tenure goes up director independence goes down. The JPM lead director has 21-years director tenure. The JPM lead director
may be close to setting a record for long-tenure by a lead director. And the JPM so-called lead director was the target of 186 million against votes at the
2024 JPM annual meeting.
Filed by John Chevedden.

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