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JPMorgan Chase (NYSE: JPM) investors back board, reject governance and ESG proposals

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

Rhea-AI Filing Summary

JPMorgan Chase & Co. reported the results of its Annual Meeting of Shareholders, where 2,284,422,677 shares, or 85.17% of total shares outstanding, were represented in person or by proxy. Shareholders elected 11 director nominees, with each receiving at least 92.37% of votes cast.

Shareholders approved the advisory resolution on executive compensation with 1,780,600,132 votes for (92.35% of votes cast) and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 2,119,761,224 votes for (92.79%). All shareholder proposals, including those on an independent board chairman, lobbying alignment, sustainability ROI reporting, and climate-related security and resiliency, did not receive sufficient support.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented 2,284,422,677 shares Represented in person or by proxy at annual meeting; 85.17% of total shares outstanding
Executive compensation support 1,780,600,132 votes for Advisory say-on-pay resolution; 92.35% of votes cast in favor
Auditor ratification support 2,119,761,224 votes for Ratification of PricewaterhouseCoopers LLP as 2026 independent auditor; 92.79% in favor
Independent chair proposal support 677,058,990 votes for Independent board chairman proposal; 35.11% for and 64.05% against
Climate congruence proposal support 22,730,044 votes for Proposal on congruence of security, resiliency and climate initiatives; 1.18% for
Lobbying alignment proposal support 254,439,951 votes for Proposal on lobbying alignment; 13.20% for and 85.41% against
Non-Cumulative Preferred Stock financial
"Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DD"
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.
Broker Non-Votes financial
"Name | For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Registrant's independent registered public accounting firm for 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.
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.
false000001961700000196172026-05-192026-05-190000019617us-gaap:CommonStockMember2026-05-192026-05-190000019617jpm:DepositarySharesOneFourHundredthInterestinaShareof5.75NonCumulativePreferredStockSeriesDDMember2026-05-192026-05-190000019617jpm:DepositarySharesOneFourHundredthInterestinaShareof6.00NonCumulativePreferredStockSeriesEEMember2026-05-192026-05-190000019617jpm:DepositarySharesOneFourHundredthInterestinaShareof4.75NonCumulativePreferredStockSeriesGGMember2026-05-192026-05-190000019617jpm:DepositarySharesOneFourHundredthInterestInAShareOf455NonCumulativePreferredStockSeriesJJMember2026-05-192026-05-190000019617jpm:DepositarySharesOneFourHundredthInterestInAShareOf4625NonCumulativePreferredStockSeriesLLMember2026-05-192026-05-190000019617jpm:DepositarySharesOneFourHundredthInterestInAShareOf420NonCumulativePreferredStockSeriesMMMember2026-05-192026-05-190000019617jpm:GuaranteeOfCallableFixedRateNotesDueJune102032OfJPMorganChaseFinancialCompanyLLCMember2026-05-192026-05-190000019617jpm:GuaranteeOfAlerianMLPIndexETNsDueJanuary282044OfJPMorganChaseFinancialCompanyLLCDomain2026-05-192026-05-190000019617jpm:GuaranteeOfInverseVIXShortTermFuturesETNsDueMarch222045OfJPMorganChaseFinancialCompanyLLCMember2026-05-192026-05-19

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): May 19, 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: (212270-6000
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 5.07 Submission of Matters to a Vote of Security Holders.
(a) Registrant held its Annual Meeting of Shareholders on Tuesday, May 19, 2026; 2,284,422,677 shares were represented in person or by proxy, or 85.17% of the total shares outstanding.
(b) The results of the shareholder voting on the proposals presented were as follows:

MANAGEMENT PROPOSALS
Proposal 1 - Shareholders elected the 11 director nominees named in the Proxy Statement. All director nominees received at least 92.37% of the votes cast.
NameForAgainstAbstainBroker Non-Votes
Linda B. Bammann1,844,888,53979,675,1583,564,611356,294,369
Michele G. Buck1,900,015,21923,196,4054,916,684356,294,369
Stephen B. Burke1,777,524,386146,840,6903,763,232356,294,369
Alicia Boler Davis1,915,243,3598,999,6653,885,284356,294,369
James Dimon1,822,400,66698,992,8426,734,800356,294,369
Alex Gorsky1,898,772,48725,619,2973,736,524356,294,369
Mellody Hobson1,903,661,23620,811,2653,655,807356,294,369
Phebe N. Novakovic1,905,508,11318,825,8123,794,383356,294,369
Virginia M. Rometty1,840,528,70983,734,6323,864,967356,294,369
Brad D. Smith1,916,788,6317,317,5504,022,127356,294,369
Mark A. Weinberger1,896,355,12027,971,8993,801,289356,294,369
Proposal 2 - Shareholders approved the advisory resolution to approve executive compensation.
ForAgainstAbstainBroker Non-Votes
1,780,600,132139,352,4208,175,756356,294,369
92.35 %7.23 %0.42 %
Proposal 3 - Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Registrant's independent registered public accounting firm for 2026.
ForAgainstAbstainBroker Non-Votes
2,119,761,224159,793,4714,867,982N/A
92.79 %7.00 %0.21 %
SHAREHOLDER PROPOSALS
Proposal 4 - Shareholders did not approve the proposal for a report on congruence of security, resiliency, and climate initiatives.
ForAgainstAbstainBroker Non-Votes
22,730,0441,879,975,35525,422,909356,294,369
1.18 %97.50 %1.32 %


2


Proposal 5 - Shareholders did not approve the proposal on independent board chairman.
ForAgainstAbstainBroker Non-Votes
677,058,9901,234,913,80016,155,518356,294,369
35.11 %64.05 %0.84 %
Proposal 6 - Shareholders did not approve the proposal on lobbying alignment.
ForAgainstAbstainBroker Non-Votes
254,439,9511,646,771,50826,916,849356,294,369
13.20 %85.41 %1.39 %
Proposal 7 - Shareholders did not approve the proposal on sustainability ROI report.
ForAgainstAbstainBroker Non-Votes
31,910,1971,868,643,97427,574,137356,294,369
1.65 %96.92 %1.43 %
Item 9.01 Financial Statements and Exhibits

(d)    Exhibit
Exhibit No.Description of Exhibit
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:May 21, 2026
3

FAQ

What was shareholder turnout at JPM (JPMorgan Chase & Co.) 2026 annual meeting?

Shareholder participation was high, with 2,284,422,677 shares represented, equal to 85.17% of total shares outstanding. This level of turnout indicates broad shareholder engagement in voting decisions at the 2026 annual meeting.

Did JPM shareholders approve executive compensation at the 2026 annual meeting?

Yes, shareholders approved the advisory resolution on executive compensation with 1,780,600,132 votes for, 139,352,420 against, and 8,175,756 abstentions. This represented 92.35% of votes cast in favor, indicating strong support for the company’s pay practices.

Were all JPM director nominees elected at the 2026 annual meeting?

All 11 director nominees named in the proxy statement were elected, with each receiving at least 92.37% of votes cast. Individual support levels were consistently high across nominees, reflecting broad shareholder backing of the board’s composition.

Did JPM shareholders approve the auditor ratification for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026 with 2,119,761,224 votes for and 159,793,471 against. Support reached 92.79% of votes cast, with only 4,867,982 abstentions recorded.

How did JPM shareholders vote on the independent board chairman proposal?

The independent board chairman proposal did not pass. It received 677,058,990 votes for, 1,234,913,800 against, and 16,155,518 abstentions, corresponding to 35.11% for and 64.05% against among votes cast, leaving the existing leadership structure unchanged.

Filing Exhibits & Attachments

4 documents