JPMORGAN CHASE & CO (JPM)

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2026 Annual Meeting Analysis

JPMORGAN CHASE & CO · Meeting: May 19, 2026

Policy v1.2medium confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

11

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

11 FOR
✓ FOR
Stephen B. Burke

Director since 2004; JPM's 3-year price return of +146.8% outperforms the peer median by +21.9pp, well below the 65pp threshold required to trigger a vote against for strong-positive TSR periods; no overboarding, attendance, or independence concerns identified.

✓ FOR
Linda B. Bammann

Director since 2013 with deep risk management expertise relevant to JPM's business; stock performance does not trigger a vote against under any applicable threshold, and no other policy flags apply.

✓ FOR
Michele G. Buck

Director since 2025 and therefore within the 24-month new-director exemption from the TSR trigger; strong CEO and board leadership experience at The Hershey Company provides relevant qualifications.

✓ FOR
Alicia Boler Davis

Director since 2023 and therefore within the 24-month new-director exemption from the TSR trigger; current executive role at Ford Pro brings relevant operational and technology expertise.

✓ FOR
James Dimon

Chairman and CEO since 2005; as an executive director he is subject to the same TSR trigger as all other directors, but JPM's +146.8% three-year return outperforms the peer median by +21.9pp, far short of the 65pp threshold needed to trigger a vote against, so no TSR flag applies.

✓ FOR
Alex Gorsky

Director since 2022; holds two outside public company board seats (Apple and IBM), which is within the four-seat overboarding limit for non-executive directors; TSR performance does not trigger a vote against.

✓ FOR
Mellody Hobson

Director since 2018 with strong asset management and governance credentials; stock performance does not breach any applicable underperformance threshold and no other policy flags are identified.

✓ FOR
Phebe N. Novakovic

Director since 2020 and sitting CEO of General Dynamics; she holds one outside public company board seat at JPM (plus her own company), which does not breach the two-outside-seat limit for sitting CEOs, and JPM's TSR does not trigger a vote against.

✓ FOR
Virginia M. Rometty

Director since 2020 with extensive technology and public company governance experience from her IBM tenure; TSR performance does not trigger a vote against and no other flags apply.

✓ FOR
Brad D. Smith

Director since 2025 and therefore within the 24-month new-director exemption from the TSR trigger; fintech and education leadership background provides relevant perspective on technology and human capital.

✓ FOR
Mark A. Weinberger

Director since 2024 and within the 24-month new-director exemption from the TSR trigger; his background as former global CEO of EY brings deep finance, accounting, and regulated-industry expertise directly relevant to the Audit Committee chair role he holds.

All 11 director nominees receive a FOR vote. JPM's three-year stock return of +146.8% outperforms the company-disclosed peer group median by +21.9 percentage points, far below the 65-percentage-point underperformance threshold required to trigger a vote against directors under the strong-positive TSR tier. Directors who joined within the past 24 months (Buck, Davis, Smith, Weinberger) are exempt from the TSR trigger. No overboarding, attendance, independence, or qualification concerns are identified across the slate.

Say on Pay

✓ FOR

CEO

James Dimon

Total Comp

$40,632,724

Prior Support

91%%

CEO James Dimon received total compensation of approximately $40.6 million (as reported in the database; the proxy summary shows $43 million including the full incentive award breakdown), which is high in absolute terms but consistent with the scale of a nearly $800 billion market cap firm that delivered record managed revenue of $185.6 billion and 20% return on tangible common equity in 2025. Roughly 88% of the CEO's variable pay is in performance stock awards tied to a three-year average return on tangible common equity metric with a 0%-150% payout range, satisfying the policy requirement that at least 50-60% of senior executive pay be performance-based and long-term in nature. The prior Say on Pay vote received 91% shareholder support, JPM's three-year stock return of +146.8% outperforms peer group median by +21.9 percentage points, and a strong clawback framework is in place, so no pay-for-performance misalignment or other policy flags are triggered.

Auditor Ratification

✓ FOR

Auditor

PricewaterhouseCoopers LLP

Tenure

N/A

Audit Fees

$91,000,000

Non-Audit Fees

$44,000,000

Non-audit fees (audit-related fees of $38.1M plus tax fees of $5.9M, totaling $44.0M) represent approximately 48% of core audit fees ($91.0M), which is below the 50% threshold that would trigger a vote against. PwC is a Big 4 firm fully appropriate for a company of JPM's scale and complexity. Auditor tenure is not explicitly disclosed in the filing, so the tenure trigger cannot fire and a FOR vote stands per policy.

Stockholder Proposals

4 proposals submitted by shareholders

Proposal 4

Report on Congruence of Security, Resiliency, and Climate Initiatives

✗ AGAINST
Filed by:Not explicitly named in the provided text; submitted by a shareholder proponentOtherDisclosure
Board recommends: AGAINST
board oppositionno prior year vote historydisclosure ask with weak materiality case

This proposal asks JPM to publish a report examining whether its new Security and Resiliency Initiative is consistent with its climate-related commitments. While disclosure proposals generally have a lower bar for support, the proxy text indicates JPM already provides extensive climate and sustainability disclosures and has a board committee specifically overseeing these topics. Without a credible named filer identity clearly associated with mainstream institutional fiduciary concerns, and with no prior-year vote history to signal concentrated shareholder concern, there is insufficient evidence that this additional report would provide material information shareholders cannot already access. The board's opposition, combined with the company's existing disclosure infrastructure, tips the balance to AGAINST.

Proposal 5

Independent Board Chairman

✓ FOR
Filed by:Not explicitly named in the provided text; submitted by a shareholder proponentIndividual ActivistGovernance
Board recommends: AGAINST
governance structural askcombined chair ceo rolestrong lead independent director mitigant

Separating the chairman and CEO roles is a mainstream governance improvement that removes a structural conflict of interest: the CEO effectively presides over the board that evaluates and compensates him. JPM currently combines these roles in Jamie Dimon, though the board does have a well-defined Lead Independent Director role with meaningful authority. While the Lead Independent Director structure provides genuine independent oversight and the board has committed to separating the roles upon the next CEO transition, shareholders retain a legitimate interest in voting annually on this structural governance question until separation actually occurs. On balance, the structural governance benefit of a mandatory independent chair supports a FOR vote.

Proposal 6

Lobbying Alignment

✗ AGAINST
Filed by:Not explicitly named in the provided text; submitted by a shareholder proponentOtherDisclosure
Board recommends: AGAINST
no prior year vote historycompany existing disclosure citedboard opposition

This proposal asks JPM to report on the alignment between its lobbying activities and its stated policies or values. JPM already discloses its Political Engagement and Public Policy Statement and the Public Responsibility Committee oversees significant lobbying priorities and trade association memberships. Without a clearly identified filer with a track record of fiduciary-focused governance proposals, and given JPM's existing lobbying disclosure framework, there is insufficient evidence that an additional report would provide material new information. The absence of prior-year vote history providing a signal of concentrated shareholder concern and the company's existing disclosure infrastructure support a vote AGAINST.

Proposal 7

Sustainability ROI Report

✗ AGAINST
Filed by:Not explicitly named in the provided text; submitted by a shareholder proponentOtherDisclosure
Board recommends: AGAINST
no prior year vote historyboard oppositionoperational ask framed as disclosure

This proposal asks JPM to produce a report measuring the financial return on its sustainability investments. While framed as a disclosure request, it effectively asks management to justify and potentially constrain strategic investment decisions that the board and management are better positioned to evaluate. JPM provides extensive sustainability disclosures and its board directly oversees sustainability strategy through the Public Responsibility Committee. Without prior-year vote history signaling broad shareholder concern and absent a clearly identified institutional or activist filer with a fiduciary track record, the case for mandating this additional report is not compelling, and a vote AGAINST is appropriate.

Overall Assessment

The 2026 JPMorgan Chase annual meeting ballot is straightforward across the three standard management proposals: all 11 director nominees receive FOR votes given strong stock performance that far exceeds any underperformance trigger, the auditor ratification passes the non-audit fee and adequacy tests, and Say on Pay receives a FOR vote reflecting a well-structured performance-based pay program backed by record financial results and 91% prior-year shareholder support. Of the four shareholder proposals, only the independent board chairman proposal (Proposal 5) receives a FOR vote as a mainstream governance improvement, while the remaining three disclosure and lobbying-related proposals are voted AGAINST due to weak filer identification, absence of prior-year vote history signaling concentrated concern, and the company's existing disclosure infrastructure.

Filing date: April 6, 2026·Policy v1.2·medium confidence

Compensation Peer Group

7 companies disclosed in 2026 proxy filing

AXPAmerican Express
BACBank of America
CCitigroup
GSGoldman Sachs
^RUT__INDEX_BENCHMARK__:Russell 2000 Index
MSMorgan Stanley
WFCWells Fargo