Jp Morgan Chase & Co. · NYSE:JPM
Jp Morgan Chase & — Shareholder Meeting (April 2018)
26 slides from Jp Morgan Chase &'s shareholder meeting presentation, Apr 24, 2018
Slide 1: 2018 Proxy Supplemental Materials
2018 Proxy Supplemental Materials April 2018
Slide 2: Annual meeting overview
Annual meeting overview Map and directions Logistics Date: Tuesday, May 15, 2018 Time: 10:00 a.m. Central Time Place: JPMorgan Chase & Co. Dallas Corporate Center 8181 Communications Parkway Plano, Texas 75024 Audiocast: www.jpmorganchase.com/events-presentations Phone: (866) 541-2724 in t
Slide 3: Matters to be voted on
Matters to be voted on Management proposals 1 Election of Directors The Board of Directors recommends you vote FOR 2 Ratification of special meeting provisions in the Firm’s By-Laws each director nominee and FOR the following 3 Advisory resolution to approve executive compensation proposals: 4 App
Slide 4: Notable changes since 2017 Annual Meeting
Notable changes since 2017 Annual Meeting Long-Term U.S. Investment in Employees, Branch Expansion and Local Economic Growth Board Refreshment Announced a $20 billion, five-year Mellody Hobson elected in March 2018, one of two comprehensive investment to help employees, and independent directors
Slide 5: We demonstrated strong financial performance in 2017
We demonstrated strong financial performance in 2017 Strong performance continues to support sustained shareholder value We gained market share in nearly all of our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores, and maintained a fortress
Slide 6: The Firm has demonstrated sustained, strong financial performance
The Firm has demonstrated sustained, strong financial performance Generated strong ROTCE Sustained growth in both TBVPS and EPS 1 ROTCE, tangible common equity (TCE) and TBVPS are each non-GAAP financial measures. On a comparable U.S. GAAP basis, for 2008 through 2017, respectively, return on equity
Slide 7: We are committed to commonsense corporate governance practices
We are committed to commonsense corporate governance practices Our Board provides independent oversight of the Firm’s business and affairs Reviews the strategic priorities Evaluates the CEO’s performance Reviews the Firm’s financial performance and delivery of long-term value to our shareholde
Slide 8: We are committed to commonsense corporate governance practices (cont'd)
We are committed to commonsense corporate governance practices (cont’d) Our governance practices promote board effectiveness and shareholder interests Annual Board and committee assessment Robust shareholder rights: - proxy access - right to call a special meeting - right to act by written conse
Slide 9: Agenda
Agenda Page 1 Management proposals 8 2 Shareholder proposals 17
Slide 10: Proposal #1: Election of Directors
For additional detail, see 2018 Proxy Statement pages 8-38 Proposal #1: Election of Directors The Board recommends you vote FOR each director nominee The Board of Directors has nominated the 12 individuals listed below: 11 independent directors and the CEO NOMINEE/DIRECTOR OF JPMORGANCHASE OTHER P
Slide 11: Proposal #1: Election of Directors (cont'd)
For additional detail, see 2018 Proxy Statement pages 8-38 Proposal #1: Election of Directors (cont’d) The Board recommends you vote FOR each director nominee Profile of nominees (excluding our CEO) Personal and professional attributes and skills of the nominees FINANCIAL AND ACCOUNTING – Knowledg
Slide 12: Proposal #2: Ratification of special meeting provisions in the Firm's By-Laws
For additional detail, see 2018 Proxy Statement pages 39-41 Proposal #2: Ratification of special meeting provisions in the Firm’s By-Laws The Board recommends you vote FOR ratifying the existing Special Meeting Provisions JPM By-Laws The Firm’s By-Laws grant shareholders who own at least 20% of
Slide 13: Proposal #3: Advisory resolution to approve executive compensation
For additional detail, see 2018 Proxy Statement pages 42-81 Proposal #3: Advisory resolution to approve executive compensation The Board recommends you vote FOR the executive compensation program 2017 NEO compensation INCENTIVE COMPENSATION Name and Restricted Performance Salary Cash Total princip
Slide 14: Proposal #3: Advisory resolution to approve executive compensation (cont'd)
For additional detail, see 2018 Proxy Statement pages 42-81 Proposal #3: Advisory resolution to approve executive compensation (cont’d) The Board recommends you vote FOR the executive compensation program Summary of factors for shareholder consideration 1 Strong performance 4 Pay is aligned with p
Slide 15: Proposal #3: Performance Share Unit program overview
For additional detail, see 2018 Proxy Statement pages 42-81 Proposal #3: Advisory resolution to approve executive compensation (cont’d) The Board recommends you vote FOR the executive compensation program Performance Share Unit (“PSU”) program overview Plan Feature Performance Year 2017 PSU Award
Slide 16: Proposal #3: Performance share units – 5-year time horizon
For additional detail, see 2018 Proxy Statement pages 42-81 Proposal #3: Advisory resolution to approve executive compensation (cont’d) The Board recommends you vote FOR the executive compensation program Performance share units – 5-year time horizon Determining absolute and relative PSU performan
Slide 17: Proposal #4: Approval of Amended and Restated Long-Term Incentive Plan
For additional detail, see 2018 Proxy Statement pages 82-89 Proposal #4: The Board recommends you vote FOR approval of the Amended and Restated Long-Term Incentive Plan Historical burn rate1 We are seeking approval of our Amended and Restated Long-Term Incentive Plan (the “2018 Plan”), to extend
Slide 18: Proposal #5: Ratification of PricewaterhouseCoopers LLP
For additional detail, see 2018 Proxy Statement pages 90-95 Proposal #5: The Board recommends you vote FOR ratification of PricewaterhouseCoopers LLP (PwC) Engagement of independent registered public accounting firm The members of the Audit Committee and the Board believe that continued retentio
Slide 19: Agenda
Agenda Page 1 Management proposals 8 2 Shareholder proposals 17
Slide 20: Proposal #6: Independent Board chairman
For additional detail, see 2018 Proxy Statement pages 98-99 Proposal #6: Independent Board chairman The Board recommends you vote AGAINST this shareholder proposal Adopt as policy to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board The Boar
Slide 21: Proposal #7: Vesting for government service
For additional detail, see 2018 Proxy Statement page 101 Proposal #7: Vesting for government service The Board recommends you vote AGAINST this shareholder proposal Adopt a policy prohibiting the vesting of equity-based awards for senior executives due to a voluntary resignation to enter governmen
Slide 22: Proposal #8: Proposal to report on investments tied to genocide
For additional detail, see 2018 Proxy Statement pages 103-104 Proposal #8: Proposal to report on investments tied to genocide The Board recommends you vote AGAINST this shareholder proposal Report to shareholders an analysis of how JPMorgan’s published corporate values align with its policies rega
Slide 23: Proposal #9: Cumulative voting
For additional detail, see 2018 Proxy Statement pages 105-106 Proposal #9: Cumulative voting The Board recommends you vote AGAINST this shareholder proposal Recommend that our Board take the steps necessary to adopt cumulative voting One share, one vote best serves shareholder interests Board re
Slide 24: Notes
Notes Notes on non-GAAP financial measures 1. In addition to analyzing the Firm’s results on a reported basis, management reviews Firmwide results on a “managed” basis; these Firmwide managed basis results are non-GAAP financial measures. The Firm also reviews the results of the lines of business on
Slide 25: Footnotes
Footnotes Additional information regarding slide 8: “Proposal #1: Election of Directors” 1. Some directors were directors of a heritage company of the Firm as follows: Bank One Corporation: Mr. Burke (2003–2004), Mr. Crown (1996–2004), Mr. Dimon, Chairman of the Board (2000–2004), and Mr. Jackson (1
Slide 26: Forward-looking statements
Forward-looking statements These Proxy Supplemental Materials contain forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “esti