JPMorganChase (JPM) investor relations material

Voting matters and shareholder proposals

• Proposal 5 requests the separation of the Chairman and CEO roles, with the Chairman being independent, but lacks empirical evidence that this structure leads to superior performance compared to combined roles.

• The board argues that its current combined CEO/Chair structure, complemented by a strong Lead Independent Director (LID), has delivered superior financial performance and shareholder returns versus peers, including those with independent chairs.

• Shareholder support for similar proposals has declined from 2024 to 2025, indicating a preference for the board's focus on succession planning rather than immediate structural changes.

• The board's policy is to separate the Chair and CEO roles upon the next CEO transition, allowing flexibility for orderly succession and maintaining a Lead Independent Director when the Chair is not independent.

• The board opposes a mandatory policy for an independent Chair, citing the need for discretion and concern that such a policy could violate fiduciary duties and Delaware law.

Board of directors and corporate governance

• 91% of board members are independent under NYSE and firm standards, bringing diverse skills and a commitment to shareholder interests.

• The Lead Independent Director has substantive duties, including calling meetings, presiding at board meetings, and approving agendas and materials.

• The board enhanced its Corporate Governance Principles in 2022 to reflect the intent to separate Chair and CEO roles at the next CEO transition.

• The current LID, Stephen B. Burke, has received over 90% shareholder support in each election during his tenure.

Risk oversight and compliance

• The board asserts that its structure, with a strong LID and majority independent directors, ensures effective oversight of executives and management succession.