Annual Meeting of Shareholders 2021 - JPMorgan Chase

1 Annual Meeting of ShareholdersProxy Statement2021 Table of ContentsJPMorgan Chase & Madison AvenueNew York, New York 10179-0001 April 7, 2021 Dear fellow Shareholders :We are pleased to invite you to attend the Annual Meeting of Shareholders to be held in a virtual Meeting format only, via the Internet, on May 18, 2021 at 10:00 Eastern Time. Shareholders are provided an opportunity to ask questions about topics of importance to the Firm s business and affairs, to consider matters described in the proxy statement and to receive an update on the Firm s activities and hope that you will attend the Meeting . We encourage you to designate the persons named as proxies on the proxy card to vote your shares even if you are planning to attend. This will ensure that your common stock is represented at the proxy statement explains more about the matters to be voted on at the Annual Meeting , about proxy voting, and other information about how to participate.

2 Please read it carefully. We look forward to your ,James DimonChairman and Chief Executive OfficerTable of Contents[THIS PAGE INTENTIONALLY LEFT BLANK] JPMorgan Chase & Madison AvenueNew York, New York 10179-0001 April 7, 2021 Dear fellow Shareholders :We are pleased to invite you to attend the Annual Meeting of Shareholders to be held in a virtual Meeting format only, via the Internet, on May 18, 2021 at 10:00 Eastern Time. Shareholders are provided an opportunity to ask questions about topics of importance to the Firm s business and affairs, to consider matters described in the proxy statement and to receive an update on the Firm s activities and hope that you will attend the Meeting . We encourage you to designate the persons named as proxies on the proxy card to vote your shares even if you are planning to attend.

3 This will ensure that your common stock is represented at the proxy statement explains more about the matters to be voted on at the Annual Meeting , about proxy voting, and other information about how to participate. Please read it carefully. We look forward to your ,James DimonChairman and Chief Executive OfficerTable of Contents[THIS PAGE INTENTIONALLY LEFT BLANK]Table of ContentsA Letter from Jamie Dimon, Our Chairman and CEO, and Stephen B. Burke, Our Lead Independent DirectorApril 7, 2 0 2 1 Dear fellow Shareholders : As we reflect and consider future plans, we are keenly focused on the lessons from 2020. A year into the pandemic, COVID-19 has affected many of us personally, the world is still fighting to combat the spread, and we are only beginning to address its economic fallout.

4 Events brought into sharp focus societal gaps, including with respect to racial equity and access to health care. Yet, throughout 2020, as unprecedented events unfolded, we were there to support our clients and customers, employees, and communities. We did this by staying true to our fundamental business principles and commitment to building long-term value for our Shareholders . While substantial work lies ahead, we are pleased with how we have responded thus far. The Firm s performance demonstrated the strength of our complete, global, and diversified business model. Despite the challenging environment, we generated record revenue, while adding to our credit reserves to be prepared for future challenges. We gained market share in our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores, maintained a fortress balance sheet, and paid dividends and returned excess capital to Shareholders through share repurchases.

5 The Board recognizes that continued strong performance requires vigilant focus on our core business principles exceptional client service; operational excellence; integrity, fairness and responsibility; and a great team and culture. Through our oversight of the Firm s strategic planning process, we hold management accountable for abiding by these principles, while navigating change and driving innovation. This includes thoughtful investments in technology and acquisitions that will enhance our product offerings, and deepen engagement with clients, customers, and communities in which we live and work. In 2020, we particularly emphasized innovations to expand digital banking capabilities for people navigating the new remote environment. We also emphasized the need to support our clients and customers, protect employees, and assist our communities while managing risks associated with the pandemic.

6 To provide close oversight, the Board met more often, received more frequent updates, and paid particular attention to how circumstances informed the Firm s overall respect to our team, success is not possible without a first-rate management team. Identifying, developing, and nurturing senior leaders is one of the Board s highest priorities. To set ourselves up for success, your Board regularly reviews succession planning for the CEO and the Operating Committee. We also meet with members of the Operating Committee and other senior leaders. This year, the Firm expanded the Operating Committee to include the heads of several of our largest businesses, to give them greater responsibility and broader exposure to firmwide issues. This expansion has also given the Board more opportunities to get to know a broad range of leaders who currently, and in the future will, execute the firm s strategy and enhance our strong culture.

7 The Board also knows that our success is driven by the success of all our people and our reputation as a firm. Our culture is built on our core values of respect, integrity and inclusion, and we are focused on being an employer of choice for all talent. We are committed to hiring and retaining employees from all races, ethnicities, genders, sexual orientations, abilities, backgrounds, experiences and locations. In addition, this year, the Firm announced that we would invest $30 billion over the next five years to advance racial equity and help combat systemic racism within the communities in which we work. Management has detailed plans on how the firm will leverage its expertise in business, policy, and philanthropy to meet these goals. We have also developed a framework to hold management accountable for Meeting these also continued to take important steps to promote sustainability and reduce our environmental impact.

8 Our 2020 initiatives included a commitment to align certain financing activities with the goals of the Paris Agreement, financing of more than $220 billion for transactions that advance the United Nations Sustainable Development goals and completion of the Firm s inaugural green bond issuance of $1 billion. Your dedicated directors are committed to these objectives and to maintaining a vital Board in the future. This year, we remained focused on our Board s future. In December, we were fortunate to add Phebe Novakovic, Chairman and CEO of General Dynamics, to our Board and are pleased to nominate her for election by Shareholders at the Annual Meeting . She brings to the Board an impressive combination of skills, experience and personal qualities that will serve our Shareholders , the Firm, and the Board would also like to take this opportunity to again thank Lee Raymond, who retired from the Board in December 2020.

9 We benefited greatly from his insights and contributions as a director and a trusted advisor. We all Table of Contentsshare his optimism about JPMorgan s future and Steve Burke is honored to succeed Lee as Lead Independent Director in working with our Board and management to deliver on that. We look forward to continuing to deliver value to our customers, Shareholders , and stakeholders. On behalf of the entire board, we are grateful for your support of the Board and the DimonChairman and Chief Executive OfficerStephen B. BurkeLead Independent DirectorTable of ContentsDirector in working with our Board and management to deliver on that. We look forward to continuing to deliver value to our customers, Shareholders , and stakeholders. On behalf of the entire board, we are grateful for your support of the Board and the DimonChairman and Chief Executive OfficerStephen B.

10 BurkeLead Independent DirectorNotice of 2021 Annual Meeting of Shareholders and Proxy StatementDATET uesday, May 18, 2021 TIME10:00 Eastern TimeACCESSThe 2021 Annual Meeting will be held in a virtual Meeting format only, via the Internet. If you plan to participate in the virtual Meeting , please see Information about the Annual shareholder Meeting . Shareholders will be able to attend, vote, examine the stockholders list and submit questions (both before, and for a portion of, the Meeting ) from any location via the Internet. Shareholders may participate online by logging in at encourage you to submit your proxy prior to the Annual DATEM arch 19, 2021 MATTERS TO BE Election of DirectorsVOTED ON Advisory resolution to approve executive compensation Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021 Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021 Shareholder proposals, if they are properly introduced at the Meeting Any other matters that may properly be brought before the meetingBy order of the Board of DirectorsJohn H.