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JPMorgan Chase (JPM) shifts lead director appointment to non-management board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

JPMorgan Chase & Co. reports that its Board of Directors has adopted an amendment to Section 2.03 of the company’s By-laws, effective July 21, 2026. The change provides that any Lead Independent Director shall be appointed by the non-management directors.

The amended By-laws, marked to show changes from the prior version, are included as Exhibit 3.2, along with technical Inline XBRL cover-page data exhibits.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
By-law amendment effective date July 21, 2026 Effective date of the amendment to Section 2.03 of the By-laws
Preferred Stock Series DD dividend rate 5.75% Non-Cumulative Preferred Stock, Series DD, represented by depositary shares
Preferred Stock Series EE dividend rate 6.00% Non-Cumulative Preferred Stock, Series EE, represented by depositary shares
Preferred Stock Series GG dividend rate 4.75% Non-Cumulative Preferred Stock, Series GG, represented by depositary shares
Callable Fixed Rate Notes due date June 10, 2032 Due date of Callable Fixed Rate Notes guaranteed by JPMorgan Chase & Co.
Alerian MLP Index ETNs due date January 28, 2044 Maturity of Alerian MLP Index ETNs guaranteed by JPMorgan Chase & Co.
Inverse VIX Short-Term Futures ETNs due date March 22, 2045 Maturity of Inverse VIX Short-Term Futures ETNs guaranteed by JPMorgan Chase & Co.
Lead Independent Director regulatory
"to provide that a Lead Independent Director, if any, shall be appointed"
A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.
non-management directors regulatory
"shall be appointed by the non-management directors"
Non-Cumulative Preferred Stock financial
"Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock"
Preferred stock that pays a fixed dividend but does not require the company to make up missed payments later; if a dividend is skipped, shareholders lose that income permanently rather than accumulating a balance the company must repay. Investors care because this structure offers higher priority than common shares for payouts but less protection for dividend income, so it’s a trade-off between steady yield and the risk of permanent missed payments.
Inline XBRL technical
"the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What governance change did JPM (JPM) disclose in this report?
JPMorgan Chase & Co. disclosed that its Board amended Section 2.03 of the By-laws so any Lead Independent Director, if one is designated, will be appointed by the non-management directors, rather than through another process, effective July 21, 2026.

When does the amended By-law at JPM (JPM) become effective?
The amendment to JPMorgan Chase & Co.’s By-laws becomes effective on July 21, 2026. As of that date, any Lead Independent Director position will be filled through appointment by the company’s non-management directors, consistent with the updated Section 2.03 language.

Who appoints the Lead Independent Director at JPM (JPM) under the new By-laws?
Under the amended By-laws, any Lead Independent Director of JPMorgan Chase & Co. is appointed by the non-management directors. This change clarifies which directors are responsible for selecting the lead independent board leadership role.

Which section of JPM (JPM) By-laws was amended?
JPMorgan Chase & Co. amended Section 2.03 of its By-laws. The revision focuses on the process for appointing a Lead Independent Director, specifying that the role, if established, is filled by appointment of the non-management members of the Board.

What exhibits accompany JPM (JPM)’s disclosed By-law amendment?
The report includes Exhibit 3.2, containing the amended By-laws marked to show changes, and exhibits 101 and 104, which provide the Inline XBRL-formatted cover page and related interactive data file for electronic reporting purposes.

Which securities of JPM (JPM) are listed as registered on exchanges?
JPMorgan Chase & Co. lists its common stock (JPM) and several series of Non-Cumulative Preferred Stock depositary shares, along with guarantees of certain notes and ETNs, as registered on the New York Stock Exchange and NYSE Arca.
false000001961712/3100000196172026-07-212026-07-210000019617us-gaap:CommonStockMember2026-07-212026-07-210000019617jpm:DepositarySharesOneFourHundredthInterestinaShareof5.75NonCumulativePreferredStockSeriesDDMember2026-07-212026-07-210000019617jpm:DepositarySharesOneFourHundredthInterestinaShareof6.00NonCumulativePreferredStockSeriesEEMember2026-07-212026-07-210000019617jpm:DepositarySharesOneFourHundredthInterestinaShareof4.75NonCumulativePreferredStockSeriesGGMember2026-07-212026-07-210000019617jpm:DepositarySharesOneFourHundredthInterestInAShareOf455NonCumulativePreferredStockSeriesJJMember2026-07-212026-07-210000019617jpm:DepositarySharesOneFourHundredthInterestInAShareOf4625NonCumulativePreferredStockSeriesLLMember2026-07-212026-07-210000019617jpm:DepositarySharesOneFourHundredthInterestInAShareOf420NonCumulativePreferredStockSeriesMMMember2026-07-212026-07-210000019617jpm:GuaranteeOfCallableFixedRateNotesDueJune102032OfJPMorganChaseFinancialCompanyLLCMember2026-07-212026-07-210000019617jpm:GuaranteeOfAlerianMLPIndexETNsDueJanuary282044OfJPMorganChaseFinancialCompanyLLCDomain2026-07-212026-07-210000019617jpm:GuaranteeOfInverseVIXShortTermFuturesETNsDueMarch222045OfJPMorganChaseFinancialCompanyLLCMember2026-07-212026-07-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 21, 2026
JPMorgan Chase & Co.
(Exact name of registrant as specified in its charter)
Delaware1-580513-2624428
(State or other jurisdiction of
incorporation or organization)		(Commission File Number)(I.R.S. employer
identification no.)
270 Park Avenue,
New York,New York10017
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (212) 270-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stockJPMThe New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DDJPM PR DThe New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock, Series EEJPM PR CThe New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 4.75% Non-Cumulative Preferred Stock, Series GGJPM PR JThe New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 4.55% Non-Cumulative Preferred Stock, Series JJJPM PR KThe New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 4.625% Non-Cumulative Preferred Stock, Series LLJPM PR LThe New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 4.20% Non-Cumulative Preferred Stock, Series MMJPM PR MThe New York Stock Exchange
Guarantee of Callable Fixed Rate Notes due June 10, 2032 of JPMorgan Chase Financial Company LLC
JPM/32The New York Stock Exchange
Guarantee of Alerian MLP Index ETNs due January 28, 2044 of JPMorgan Chase Financial Company LLCAMJBNYSE Arca, Inc.
Guarantee of Inverse VIX Short-Term Futures ETNs due March 22, 2045 of JPMorgan Chase Financial Company LLCVYLDNYSE Arca, Inc.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Board of Directors (the “Board”) of JPMorgan Chase & Co. (the “Corporation”) has adopted an amendment to Section 2.03 of the Corporation’s By-laws, effective July 21, 2026 (as so amended, the "By-laws"), to provide that a Lead Independent Director, if any, shall be appointed by the non-management directors.

The foregoing description of the amendments to the By-laws does not purport to be a complete summary and is qualified in its entirety by reference to the full text of the By-laws, a copy of which (marked to show changes from the prior version) is attached as Exhibit 3.2 and incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits

(d)    Exhibit
Exhibit No.Description of Exhibit
3.2
By-laws of JPMorgan Chase & Co., as amended, effective July 21, 2026
101Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JPMorgan Chase & Co.
(Registrant)


By:/s/ Reid R. Broda
Reid R. Broda
Corporate Secretary



Dated:July 23, 2026
2

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

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