Good morning. Welcome to the Annual Shareholders Meeting of JPMorgan Chase. We're going to start with a brief video and then Jamie Dimon and our General Counsel, Stacy Friedman, will begin the formal proceedings. I think we're ready to start the video.
JPMorgan Chase is an extraordinary corporate citizen in Delaware and they've been
a real partner and we're just so grateful for that partnership.
Since 2008, our workforce in Delaware has grown by 50% to almost 10,000 employees
here in Delaware. We are the headquarters for the card business and it is really important that we can continue to attract and retain great talent in this market.
About 1 third of our employees here
in Delaware are technologists. The University of Delaware is one of the strongest sources of technology talent that we have in the firm.
In 2008, we started a very deep collaboration with the University of Delaware. Here, the students that work as interns
in between classes. Having an innovation center on campus is definitely beneficial because it allows students to not only work, but you can leave and then go to classes, come back, and get paid.
As a core technology anchor tenant in this community, we hope to help the community at large create even more of a technology backbone right here in this market.
Zip Code Wilmington is a non profit software development boot camp. We train students in 12 weeks to be working as software developers.
JPMC is giving us all the resources that we need, time, dedication, effort as far as helping us to make the curriculum as strong as possible and just being there in any way that we've ever asked.
We've invested heavily to revitalize communities, particularly on the east side of Wilmington over the past few
years. JPMorgan Chase has been very integral with the Eastside Rising initiative. It's an initiative that involves housing, social, economic investment, working with the local schools to change the inside.
And we think that partnership with the state, with private organizations, with elected officials, with community organizations is so critical not only to the success of our firm, but to the success of the community as well.
When we get all of these players working together, it's amazing what kind of progress we can make. Delaware is a great place to do business. I think they set a standard for how a state should work with business and not for profit, specifically society to do the best they can for its population and bring in some businesses. And thank you all for your state and we really appreciate it. So good morning, ladies and gentlemen.
It's all after 10 o'clock and I'm pleased to call to order the Annual Meeting of the shareholders of JPMorgan Chase and Company. So welcome. I am Jamie Dimon, Chairman of the Board and Chief Executive Officer and Chairman of this meeting. The video you just saw shows our commitment to the state and the people of Delaware. In the audience today are a number of our employees from the Wilmington area.
I want to thank them for extending for coming and extending a special welcome and thank you for all the things you do for your stay too. Now with me today is Stacy Freeman, our General Counsel. Stacy will serve as secretary of the meeting and will lead us through the agenda. Stacy?
Thank you, Jamie. So I want to add my welcome to everyone here today. I know that many of you hopefully all of you are customers as well as shareholders. So before we turn to the business today, I just want to mention that if you have any questions about the services we provide, we have a team from the executive office here with us today who will be happy to assist you. Larry Tote, are you right here?
Larry Tote is our Head of the Executive Office. I encourage you to stop by, see Larry, see the executive office immediately. They have a table immediately outside of this room if you have questions or comments or need help with anything today. As a reminder, there's no use of personal devices or other electronic equipment for recording, photographing or videoing today's meeting that's prohibited. We're now going to turn to the business of the meeting.
We have with us the affidavit of mailing for the notice of the meeting. Number 2, we have the proxy statement. We have the form of the proxy and we have the annual report. The shareholder list is available for inspection. Representatives of the American Election Services LLC have been appointed to serve as our inspectors of the election.
The meeting is properly convened, the quorum is present and the proposed resolution set forth in the proxy statement will be filed as part of these proceedings. It is 1,005 and the polls on all proposals set forth in the proxy statement are now open. They will remain open until we announce that they've been closed towards the end of the meeting. We have received, just so you know, before the start of the meeting, approximately 87% of the outstanding shares eligible to vote. These have been voted in accordance with shareholders' wishes.
If there are shareholders who have not yet submitted their proxies and would like to do so, we'll collect them after all of the proposals have been submitted and they will be reflected in the final vote. Just a reminder, remarks today may contain forward looking statements. Please do refer to our annual report on Form 10 ks filed with the SEC for a disclaimer regarding such statements. Jamie, that completes the necessary formalities. Do you want to tell us about the state of the company?
Thank you, Stacy. So I'd like first to recognize our directors. If I could ask each director to stand when I introduce you, please hold your applause until after all the directors have been introduced. Your directors are Linda Baumann, James Bell, Crandall Ballz, Steve Burke, Todd Combs, Jim Crown, Tim Flynn, Labe Jackson, Michael Neal, Lee Raymond and Bill Weldon. Thank you.
I'm very proud to tell you that the dedication and commitment of your directors play a huge part in making this a great company. In addition to the directors, we also have you here to say Catherine Kaminski, our audit partner from PricewaterhouseCoopers. Thank you for being here. I'd like to talk a little bit about our company for a while. We're pleased to be here today in Wilmington, Delaware, a state where we've been doing business for more than 100 years.
Our partnership with the state of Delaware started in World War I when JPMorgan helped finance the DuPont Company to manufacture munitions and supplies purchased for the Allied troops. Throughout the following century, our presence has continued to grow. We are currently the largest private employer in the state with 10,000 employees here. Delaware is the headquarters for our credit card business and our hub, which is sitting in today for our global technology and operations functions, the Delaware Technology Center. Our commitment to Delaware goes beyond creating jobs and serving our customers.
The last 10 years, we provided over $50,000,000 in support of Delaware nonprofits, focusing on job skills, programs, helping small businesses and investing in community projects that revitalize neighborhoods. We are proud of the work we have done in Wilmington and we're grateful to our partners for their support and collaboration. I'll now turn to the company's performance in 2016. Throughout a period of profound political and economic change around the world, our company has been steadfast in our dedication to our clients, communities and countries we serve while earning a fair profit for our shareholders. Speaking of our shareholders, I want to thank them for their continued investment in our company.
2016 was another breakout year for JPMorgan Chase. We earned a record $24,700,000,000 in net income on revenue of $99,100,000,000 We have delivered record results in 6 of the last 7 years and we hope to continue to deliver in the future. Overall, our financial results reflect strong underlying performance across the businesses. Taking a deeper look at our franchises, they are strong and market leading. Today, each of our businesses is among the top performers overhead ratios and return equity versus the best in that specific industry.
But more important, each business has gained market share in recent years and that is only possible when you're improving customer satisfaction, enhancing your products and services relative to the competition. And each business continues to innovate with customer facing apps through straight through processing, digitized trading services, payment systems and among other things, which will drive growth in the future. With this foundation, we are very optimistic about our future growth opportunities. We believe that the underlying growth of the U. S.
And global economy will provide the fuel that will drive the future growth of the company. And we continue to build our business to serve our clients by doing some very basic things, adding investment bankers and private bankers around the world, adding consumer and commercial banking branches in the United States and adding wholesale branches in new countries overseas. Equally important is using technology and FinTech to do a better job at serving clients to grow our businesses with better products and services. One of the reasons we're performing well as a company is we never stopped investing in technology and this should never change. We currently spend $9,500,000,000 a year in technology firm wide, approximately $3,000,000,000 is dedicated to new initiatives and approximately $700,000,000 to 3,000,000,000 is what we call FinTech or digital or mobile.
The reasons we invest so much in technology was big data, digital, machine learning, etcetera are simple. Innovation should benefit customers with better products and services, help everybody by reducing errors and make the firm more efficient. As we continue to build for the long term and serve our clients and our communities, I'd like to highlight some of the reasons why we remain so proud of this company. We are and have been strong and steadfast for our clients in good times and bad, in countries and communities. During the course of 2016, JPMorgan provided credit and raised capital of more than $2,000,000,000,000 for our clients, and we did this throughout the Great Recession.
We believe in being great corporate citizens and how we treat our employees and care for our clients and our communities. For example, we compensate our employees well and provide them with extraordinary benefits like full medical and retirement benefits and training. This past year, we announced we're going to increase our minimum wages mostly for the lower paid 18,000 entry level bank tells and customer service to between $13.5 $15 an hour depending on where they live. We have a diverse workforce. We have more than 240 3,000 employees globally with over 167,000 in the U.
S. Women represent 50% of our employees and notably women represent 30% of my direct reports and more than 30% of the company's senior leadership. And honestly, if you're in the press in this room, you're right about that because I think it's quite rare. We are proud of how we're helping veterans. In 2011, JPMorgan and 10 other companies launched 100,000 jobs mission, which has turned into a pledge to create 1,000,000 jobs has already created 350,000 for our veterans.
JPMorgan alone has hired 8,000 veterans. We have accomplished an extraordinary amount in our corporate responsibility efforts. Our philanthropic giving was $250,000,000 in 2016. We also provide support for human capital, collaboration, data and management expertise. What we do in Delaware, we do in communities around the world.
I'd like to make a few brief points about regulatory reform. We had a severe financial crisis followed by needed reform our financial system is now stronger and more resilient than ever. During and since the crisis, we have always supported thoughtful, effective regulation, not simply more or less. We're not looking to throw out the entirety of Dodd Frank or other rules. It is, however, appropriate to open up the rule book in the light of day and rework the rules and regulations that don't work well or unnecessary.
We believe the changes can and should be made to preserve the safety and soundness of the financial system, but more importantly will lead to a more healthy and vibrant economy, which benefits all citizens. I'd like to take a minute talking about the critical issues confronting our country and some public policy considerations that might help all Americans. I've written extensively on these issues in the past and I encourage you to read my annual letter to shareholders who'll give you a more detailed view. I'll start by saying the United States is truly an exceptional country with many blessings, but it's clear that something is holding us back, including labor force participation is too low. Don't look at the overall number.
Men, 25 to 55 participation now 86%. To go back 30 years was 96%. Education is leaving too many behind, 50% of the kids at inner city schools do not graduate. Infrastructure needs plan investment. The last major airport built in United States was 20 years ago.
China has built 75 in the last 10 years. On average, I'm told it takes 10 years to get the permit to build one bridge. Our corporate tax system is driving capital and brains overseas and excessive regulation to reduce growth and business formation, particularly for small businesses. To confront these issues, we need the business community and government to come together collaborate like you do here in Delaware to find meaningful solutions and develop thoughtful public policies around education, infrastructure, corporate tax reform and other areas that create economic growth and opportunity for all. Let me close by thanking our more than 240,000 employees, including our senior management team and our Board of Directors.
Our Board of Directors is fully engaged in all the critical matters of the company from setting the agenda of the Board meetings to reviewing strategy and to helping to carry the culture and determine CEO compensation and succession planning. And importantly, the Board meets every time without the CEO at the Board meeting and the Board members are increasingly engaged in regulatory and shareholder affairs. We also have a strong corporate culture that we will continue to fortify and make sure it is an enduring strength of the institution. Personally, I'm honored to work at this company with its outstanding people. If you could see our people working up close in action, you'd be as proud of them as I am.
And I'd like to express all my gratitude to all the employees at JPMorgan Chase. Now I'd like to hand off to Lee Raymond, our Lead Director, who will make some additional remarks.
Lee?
Good morning.
Thank you, Jamie. On behalf of my colleagues on the Board, I'd like to thank our fellow shareholders for participating in today's meeting. For those of you who are employee shareholders, thank you for the work you do every day for this fine company. Jamie has spoken to you about the performance of the company. We continue to serve our clients and customers well and in a manner that supports sustained shareholder value.
As the Lead Director, I thought it would be useful to comment on the work of the Board and some of the matters that have been especially important to us since we met last year. I will touch on 5 topics: 1st, Board composition, refreshment and leadership second, the continued importance of our culture third, senior management succession planning 4th, our approach to compensation and last, oversight of the firm's strategy. Each year, we focus on board composition, considering the appropriate balance of board refreshment and experience. As part of these efforts since we last met, we elected a new member to the Board, Todd Combs. Mr.
Combs joined the Board in September of 2016. He is an investment officer at Berkshire Hathaway. Todd brings the Board extensive experience in Finance and Risk Management. We have added Todd to the Director's Risk Policy Committee and the Public Responsibility Committee. At today's meeting, shareholders will have the opportunity to elect Mr.
Colmes for a full year term. With this with his election, we have 11 independent directors, 5 of whom have joined the Board since May of 2011. I believe this reflects our Board's commitment to refreshments and our ongoing consideration of succession. We have also considered refreshment in the review of our Board committees. Hereto, it is our intention to maintain a balance of experience and fresh perspective.
In line with this, this year we named new chairs of the Risk Committee and to the Audit Committee, Linda Baumann and James Bell, respectively. In addition, we added new members to those committees as well as the Public Responsibility Committee. With respect to our leadership structure, we continue to believe the Board should annually determine the structure that is best for the firm and its shareholders, recognizing the needs of the firm may change over time. When we reviewed whether the role of Chairman should be a non executive position or combined with that of the CEO, we carefully considered a variety of factors related to the firm's performance, including the Board's ability to provide independent oversight of the management, the people in the roles and the views of all of the shareholders. We determined that maintaining the combined roles of Chairman and CEO together with a strong lead independent director continues to provide the appropriate leadership and oversight of the firm.
In addition to issues of corporate governance, this year the Board continued to focus on the importance of a strong healthy culture. We know that a sound culture requires a steadfast commitment and we have made reinforcing a strong sense of personal accountability and ownership one of the firm's strategic priorities for 2017. The Board provides direct oversight of the firm's culture and conduct program. And as directors, we participate in formal and informal events throughout the year that allow us to add our voice to the importance of a strong culture in the firm. Succession planning also remains a top priority for the Board.
The Board reviews the succession plans for each member of the operating committee, including the CEO. In particular, with respect to the CEO, it is one of the Board's highest priorities and most important jobs to plan for succession. Every year, the Compensation and Management Development Committee reviews the succession plans for the CEO, followed by Board discussion led by me, the Lead Independent Director. It is the Board's job to prepare for the long term plans changes as well as short term unexpected events. Another matter of great performance importance to the Board is the development and the assessment of the compensation plan.
Our compensation plan is based on the belief that our long term success as a premier financial services firm depends in large measure on the talents of each one of our employees. The proper alignment of compensation with performance and culture is key to sustain shareholder value. In 2016, we introduced a new performance based incentive program that was well received by the shareholders. In fact, 92% of you supported the plan in 2016. In conversations with many shareholders since then, we hear continued support for the performance based incentive program and our balanced approach to compensation, which align executive compensation and shareholder value.
The Board also oversees the firm's strategic planning. We continue to believe our business model enhances long term shareholder value. While the mix of products and services we offer around the globe is driven by the clients, the customers and the communities we serve, the diversification and scale of our operating model greatly benefits the shareholders. Of course, the firm continues to adapt in response to the changing banking and regulatory landscape. This has mostly taken the form of innovation, particularly in the payments and markets businesses.
Even with these changes, everything we see supports our current business model. In conclusion, let me note that the Board continues to consider and benefit from your feedback. We are committed to delivering long term performance for our shareholders and benefiting the communities in which we do business, and we believe management is well prepared to meet the evolving changes. In the coming months, we will consider the feedback received at this meeting on each of the proposals as well as today's votes and how we can enhance the Board's effectiveness. We deeply appreciate the continued support of the shareholders for the company.
This concludes my report, Jamie. Thank you.
Thank you, Lee. Thank you, Jamie. It's now time to turn to the proposals that are in the proxy statement. I will introduce the management proposals first and then invite the shareholder proponents to introduce their proposals. After all proposals have been introduced, we'll have a general Q and A.
So I will ask people to hold their questions until then. So on the management proposals, I do move all of the management proposals as set forth in the proxy statement. These are, 1st, the election of the 12 nominees listed in our proxy statement as directors 2nd, an advisory resolution to approve executive compensation 3rd, ratification of the independent registered public accounting firm, PricewaterhouseCoopers and 4th, an advisory vote on the frequency of advisory resolution to approve executive compensation. I'm now going to ask the shareholder proponents to introduce their proposals. Proponents, we do ask that you limit your time to 3 minutes and confine your comments to the subject of the matter of the proposal being presented to be sure that all proponents have an opportunity to present.
We have a clock in the front with lights. The light turn yellow after 2 minutes and red after 3. There's 2 standing podiums. Thank you. If you just proceed to the microphone nearest you, we do ask the others to allow the shareholder proposals to be presented and wait until the general Q and A to proceed to the microphone with other comments.
So proposal 5 was submitted by Mr. John Chevedden. We've been advised to Jack Hoffman, will present the proposal. Mr. Hoffman, why don't you go ahead?
Thank you. Proposal 5, the Independent Board Chairman sponsored by John Chevedden of Redondo Beach, California. Shareholders request our Board of Directors to adopt as policy and amend our governing documents as necessary to require the share of the Board of Directors whenever possible to be an independent member of the Board. The Board will have the discretion to phase in this policy for the next CEO transition implemented so it does not violate an existing agreement. If the Board determines that chair who is independent when selected is no longer independent, the Board shall select a new chair who satisfies the requirements of the policy within a reasonable amount of time.
Compliance with this policy is waived with no independent director is available and willing to serve as chair. This proposal requested all the necessary steps to be taken to accomplish the above. Senator David Bitter of the set of Banking Committee said that Wells Fargo was too big to fail and too big to manage. It is possible that JPMorgan is too big to be managed by one person and hence this proposal. A Board of Directors is less likely to provide rigorous independent oversight of management, but the Chairman is also the CEO, as is the case with JPMorgan.
Having a Board Chairman who is independent of management is a practice that will promote greater management accountability to shareholders and lead to a more objective evaluation of management. A number of institutional investors said that a strong objective Board leader can best provide the necessary oversight of management. Thus, the California Public Employees Retirement Systems Global Principles of Accountable Corporate Governance recommends that a company's Board should be chaired by an independent director as of the Council of Institutional Investors. An independent director serving as Chairman can help ensure the functioning of an effective Board. Please vote to enhance shareholder value.
Thank you. We oppose the resolution for and our reasons for doing so appear on Page 84 of the proxy statement. I will now turn to proposal number 6, the vesting for government service. This was submitted by the AFL CIO Reserve Fund. We've been advised that Mr.
Robert Maguera will present the proposal. Mr. Maguera, go ahead.
Thank you very much. Mr. Diamond, members of the Board and fellow shareholders, I am Robert McGarrar. I'm counsel at the AFL CIO's Office of Investment. And Proposal 6, I'll just briefly restate it.
It requests the Board of Directors to adopt a policy prohibiting the vesting of equity based awards for senior executives due to a voluntary resignation to enter government service, which some people call and we've referred to it here as a government service golden parachute. This policy we ask should be implemented so as not to violate existing contractual obligations or the terms of any compensation or benefit plan that's currently in existence on the date the proposal is adopted and shall apply only to equity awards or plan amendments that shareholders approve after the date of this 2017 meeting. Now, our company provides its senior executives with vesting of equity based awards after their voluntary resignation of employment to pursue a career in government service. And frankly, at a time like this, and many of us are very familiar with the current doings in Washington, they're not necessarily admired throughout the country or the world. We are in a situation where ethics in government and the standards for government are critical.
I brought it with me because I've been reading it myself. I commend all of you, this is Ron Chernow's biography of George Washington. He also did the biography of Alexander Hamilton that I'm sure many of you, if you haven't seen the play, you know the book. And he makes the point in here repeatedly that George Washington was critically aware of the appearance of any conflict of interest. And in fact, during the entire Revolutionary War, he only took compensation reimbursement for his expenses.
And he was constantly concerned about the appearance of conflicts and building trust. And that's something frankly in our government and we know from this past election has been sorely lacking and it continues to be sorely lacking. Now I'm not trying to impugn the integrity of any JPMorgan Chase employee. And I think that as we agree that and the Board's opposition statement makes this clear that government service is one of the highest callings and we want to encourage people to enter government service. But the appearance is well known in Washington, it's well known around the country, When you have people come into government and get additional compensation, it doesn't look well to the public.
It doesn't build trust in government. And frankly, good people should be willing to serve in government just as many of our greatest leaders have, because they believe in this country and they want to stand for what the principles that frankly our founding fathers stood for, which is integrity and public service. They don't need additional compensation or be paid additional funds to do it. Shareholders are concerned about retaining good people and when they're here at JPMorgan Chase, we want to see that they get excellent compensation. And Mr.
Diamond, you made that point and we agree and I laud you we are very proud to see that lower income employees are going to get significant pay raise, which is critical. But when you go into government service, you go into government service because you believe in this country and the integrity of the service itself. And just as President Washington set that standard, we think that that's a good standard and JPMorgan Chase is a great company and it should hold to those sorts of standards. So we urge your support for this proposal.
Thank you.
Thank you.
We oppose this resolution for the reasons that appear on Page 86 of our proxy statement. I will now turn to proposal number 7, the clawback amendment. It was submitted by Mr. Kenneth Steiner. Mr.
Hoffman, I believe you were proposing you were presenting that as well? Yes. Okay.
Resolved, shareholders urge our Board of Directors to amend the general clawback policy to provide that a substantial portion of annual total compensation of executive officers identified by the Board shall be deferred and be forfeited in part or in whole at the discretion of Board to help satisfy any monetary penalty associated with any violation of law regardless of any determined responsibility by any individual officer and that this annual deferred compensation be paid to the officers no sooner than 10 years after the absence of any monetary penalty and that any forfeiture and relevant circumstances be reported to shareholders. These amendments should operate prospectively and be implemented in a way that does not violate any contract, compensation plan, law or regulation. President William Dudley of the New York Federal Reserve outlined the utility of what he called a performance bond. In the case of a large fine, the senior management would forfeit their performance bond. And each individual's ability to realize their deferred debt compensation would depend not only on their own behavior, but also on the behavior of their colleagues.
This would create a strong incentive for individuals to monitor the actions of their colleagues and to call attention to any issues. Importantly, individuals would not be able to opt out of the firm as a way of escaping the problem. If a person knew that something is amiss and decided to leave the firm, their deferred debt compensation would still be at risk. The statute of limitations under the FIRREA is 10 years, meaning that annual deferral period should be 10 years. Please vote to protect shareholder value.
Thank you. We oppose this resolution and our reasons for doing so appear on Page 88 of the proxy statement. The next proposal is number 8, gender pay equity. It was submitted by Ms. Rainer Yiling Yud, and we've been advised that Eileen Drury will present the proposal.
Good morning, Mr. Chairman, members of the Board and fellow shareholders. My name is Eileen Drury, and I am here to move proposal number 8 filed by Arjuna Capital on behalf of our client, Rainer Yiming Judd. Specifically, we are asking the Board to publish a report on the company's policies and goals to reduce the gender pay gap. The median income for a woman working full time in the United States is reported to be 79% of that of her male counterparts and forecasts indicate that at the current rate of change, women will not reach parity until 2,059.
Of note, the gap for African American and Latino women is wider at 60% 55%, respectively. Gender pay disparity is not only one of the biggest social justice issues of our time, it poses a risk to company's performance brand and investor returns. The issue is particularly salient to the finance industry, which struggles to attract and retain female talent. In fact, women executives are 20% to 30% more likely to leave a finance career than any other. Female financial advisors are reported to face the widest pay gap of any occupation making only $0.61 on the dollar.
And while JPMorgan has not reported its pay gap, Payscale reports the company has a mean pay gap of 13% or $10,471 That gap beyond wider for top range earners at 15% or $16,838 Research indicates gender diverse teams are more productive, innovative and drive better results. Clearly, a failure to attract and retain qualified female employees is detrimental to JPMorgan's ability to innovate and compete. JPMorgan has disclosed that 54% of our company's workforce is female, yet only 30% of our leadership is made up of women. Our company is best served by a proactive approach to address the structural biases, including pay inequities that prevent women from entering and staying in the field and moving into positions of leadership. Given the material business risks gender inequality presents, investors expect transparent, honest disclosures and quantitative goals.
Employees expect a new level of structural support that address root causes and empowers fair negotiation, promotion and ultimately equal pay. Implementing the proposal would represent a proactive step towards closing the gender pay gap. We believe JPMorgan would benefit from taking a leadership position on this issue along with financial peers, Schroeders and Virgin Money as well as many other S and P 500 peers. Research indicates attracting and retaining diverse teams yield strong financial performance benefits. Thank you for your consideration.
Thank you.
We do oppose this resolution. The reasons for doing so appear on Page 91 of the proxy statement. Proposal number 9 is how votes are counted. It was submitted by Ms. Mercy Rome and the Equality Network Foundation, and we've been advised either Sister Nora Nash or Mr.
Maguire, Sister, why don't you go ahead and present the proposal?
Good morning, Chairman of the Board, Board members, fellow shareholders, employees, anybody who is here today, welcome. Thank you. I'm Sister Nour Nash, the Sister of St. Francis of Philadelphia, and I stand on behalf of the Investor Voice of Seattle to move proposal number 9, which requests a simple majority vote on shareholder sponsored items. A simple majority voting standard only counts votes for and against an item.
It provides democratic clear and accurate picture of the intent of stockholders who are both informed and decided, but does not count the abstain votes of those who decline to express an opinion. A simple majority is how JPMorgan elects board members. It does not presume to divine the will of voters who purposely abstain. It allows the company to choose who wins and who loses from counting abstentions. We object to the company policies because they artificially depress the appearance of support for shareholder concerns relative to the Director of Elections.
Are unnecessary because shareholder items are non binding, and they are confusing and inconsistent since they treat management's director vote more favorably than shareholder items. In contrast, the simple majority standard proposed by item number 9 provides shareholders with better information about vote outcomes, allows more accurate communication between stockholders and the Board and eliminates the 2nd class treatment of shareholder items relative to management's Board's elections. Therefore, please join us in asking JPMorgan to adopt a simple majority voting standard for shareholder sponsored proposals. Thank you.
Thank you. We oppose this resolution. The reasons for doing so appear on Page 94 of the proxy statement. The final proposal is Proposal 10, the Special Shareholders Meeting. It was submitted by Mr.
William Steiner. Mr. Hoffman, you're going to present this proposal?
Yes.
Thank you.
Resolved. Shareowners ask our Board to take the steps necessary to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special share on our meeting. This proposal does not impact our Board's current power to call a special meeting. Dozens of Fortune 500 companies allow 10% of shares to call special meeting. Special meetings allow shareowners to vote on important matters such as electing new directors that can arise between annual meetings.
Shareowner input on the timing of shareowner meetings is especially important when events unfold quickly and issues may become moot by the next annual meeting. This is important because there could be 15 months or more between annual meetings. This proposal is more important because GMI analysts said JPMorgan was involved in regulatory and legal actions that included a payment of $13,000,000 to resolve charges regarding the overstatement of quality of mortgages to investors, a settlement of charges related to the manipulations of foreign exchange benchmark rates, the payment of $920,000,000 in fines to settle charges relating to trade losses that were not properly reported to the Board in a timely manner, allegations of manipulations of benchmark LIBOR lending rates, data and privacy breaches, anti competitive behavior and improper credit card collection practices. Please vote to enhance shareholder value.
Thank you. We oppose this resolution. The reasons for doing so appear on Page 95 of the proxy. That completes the introduction of the shareholder proposals. And as I said before, our reasons for opposing them are set forth in the proxy statement.
So we will now turn to agenda item 3, which is the general discussion. We are ready for any general questions or comments from the shareholders, after which we will close the polls and present the preliminary vote results. There are 2 standing microphones. If you wish to address the meeting, please come up to the microphone now. Take your place in line.
When addressing the meeting, please state your name, whether or not you're a shareholder. As a reminder, we ask that you limit your comments to 3 minutes each turn at the microphone, to allow everybody an opportunity to speak. There will be a total time limit of 10 minutes on any topic. Please direct your questions to Mr. Dimond.
Good morning, Mr. Chairman, Board members and fellow shareholders. My name is Tom McCaney and I'm here today on the proxy of Walden Asset Management, whose company as a whole owns 1,080,900 and 20 shares of JPMorgan Chase. Walden is a long term holder of JPMorgan stock and has been involved in numerous dialogues with the company on a range of environmental, social and governance issues. The statement on behalf of Walden's Tim Smith reads, On behalf of Walden and the group of investors who engaged the company this year, we want to thank JPMorgan Chase for its openness to serious discussion with its shareholders.
This year, a group of investors engaged the company and filed a shareholder resolution raising questions about the proxy voting record of the investment management side of the bank. JPMorgan Chase has consistently voted against virtually all shareholder resolutions on environmental and social issues, even though they did vote for a number of governance related resolutions to companies. Walden believed that the bank had not adequately assessed the way in which issues like climate change and poor diversity records by companies we invested in could harm the shareholder value of our portfolios. Thus, they asked for a review of our proxy voting decision making. We appreciate the many forward steps the bank took in reviewing its proxy voting policies and practices and the fact that our new thinking was published on their website.
Investors are hopeful that the investment division's approach is bringing a new openness to evaluating resolutions on important issues that affect shareholder value. In addition, our bank has a deep understanding on issues like climate change and has published background papers and thoughtful statements on the business risks resulting from climate change. We believe these statements will have a positive influence on thinking as proxies are voted. Thank you for working to find a win win solution led by your Corporate Secretary, Molly Richardson and her associate, Linda Scott. We look forward to continuing the dialogue.
Thank you.
Good morning. My name is Anna Maria Chila. And I'm rising to oppose the resolution to approve executive compensation, and this is why. We are living through a moment in history where the forces of hate, racism and white supremacy are nakedly in display and in power at the federal level. This is an we are currently under an administration that puts xenophobia and anti immigrant ideology at the center of its political program and its economic program.
For immigrant families like my own, this is a moment of unspeakable terror, real fear. I see it every day. I hear it every day and I feel it every day. Just in the last 3 months, the Trump administration has tried to put in place a Muslim ban. It has stepped up the tensions and deportations of people who have no criminal record, including young people who were granted protections from deportations by the previous administration.
It has promised to build a wall along the Mexico border to expand the private detention prisons and facilities, which are places where families, including babies, are housed in jails. And it has promised to deport between 23,000,000 people by putting in place a deportation force. But the reality is that the President cannot do this. He cannot implement his agenda without your help, Mr. Dimon.
Under your leadership, JPMorgan Chase has become one of the main financers of debt for private prison companies and immigration detention corporations, GEO Group and CoreCivic. You have enabled their growth and you stand to profit handsomely from the expansion of immigration enforcement and criminalization infrastructure like jails. So just to be totally clear, under this administration, you stand to profit from the separation of families and the pain of communities of color across the country. Because the fact is that the ANSA immigrant agenda is not just an ideological agenda, it is an economic program. Institutions like yours that directly invest and hold the debt for prison companies and companies that bid on the wall and that bid on the creation of jails actually stand to profit.
There are actual beneficiaries from the an ideology of hate. And unless you distance yourself from the Trump anti immigrant agenda and unless you stop enabling the expansion of this business, you are profiting from hate. You were recently quoted saying that the Trump economic agenda is the right agenda. Is it? When we look back at these moments in history, we will have to answer to our kids and our grandkids.
What did we do to stop hate from taking root? What did we do to protect people most under attack real moral clarity. So I have a question for you, Mr. Diamond. Are you willing to stand on the right side of history in these moments?
Are you willing to issue a clear statement, not what you wrote in your letter, private prison detention centers and private jails? I would like to hear an answer from you. Thank you.
Hello. My name is Vinay Garcia and also I'm an organizer at McDonough New York. I read this letter to behalf of my friend Melissa Nunez, who is who was on jail at detention center in CoreCivic, a private prison company that you financed. I'm a transgender Latino immigrant and lastly I joined other immigrants in a rally in front of JPMorgan Chase to demand that they change their ways. As a bank finance prevent prison and immigrant detention companies, your bank is part of the system that put me in prison for 183 days in terrible conditions.
After being detained at Civil Corps Civic Detention Center in Elizabeth, New Jersey for more than 6 months, I regained my freedom just a week ago. I was detained because I defend myself from someone who attacked me because I'm a trans woman. In the detention center, I was sexually assault three times and mistreated. I did my best to protect the terrible condition, including going 3 days and strict to fight for my rights. But preventing immigration detention center like the one where I was in jail, should not exist in this country.
No one shall offer suffer what I suffered and no reputable banks show finance companies operating such facilities. I ask you to change your ways immediately. Anything less will mean that you are continuing to be a banker of hate.
Thank you. We're just going to alternate. Sister Nora?
Thank you. Mr. Chairman, I rise really as to raise a very important question as a member of the Interfaith Center on Corporate Responsibility. I'm not sure if many of you are familiar with that organization. We have done a lot of really good work with JPMorgan Chase, and we commend JPMorgan Chase for the tremendous work they have done in Detroit and in many other areas and right here in Delaware.
The Interfaith Center on Corporate Responsibility is composed of approximately 350 to 400 faith based investors with 1,000,000,000 of dollars that are held among all the shareholders. And we are familiar with Mr. Diamond and the work of this corporation. But we raised an important issue today, and that is regarding the active campaign to eliminate the filing of shareholder resolutions. The attack on shareholder resolutions is embodied in the Financial Choice Act, which will soon be before the House for a vote.
One
point of
the act specifically seeks to eliminate the rights of shareholders to file resolutions stating that an investor would need to own 1% of a company's stock to file a resolution. We figured it out. If I were to file a resolution with Apple, I'd need $7,000,000,000 With JPMorgan Chase, I would need at least 3,000,000,000 dollars That is an intentionally planned impossibility. But the attack on shareholder resolutions is also led by the Business Roundtable, which Mr. Dimon is Chair of.
We are concerned about the BRT and why the BRT, a prestigious business organization composed of leading CEOs, would go to such efforts to eliminate the shareholder right when there are only approximately 900 resolutions voted on each year, and many of these have been getting expanded votes in favor in the 30% to 70% range. Many of the sponsors are major pension funds or other long term institutional investors. These are not special interest groups, but investors with large long term stakes in companies who are urging changes that affect shareholder value. Resolutions to JPMorgan Chase as far back as 2003 asked the bank to lessen the risk by incorporating environmental social concerns into its leading. The bank did so.
In recent years, we asked the bank to do a business standards review and publish a report on the root causes. The bank agreed. I can attest that the meaningful dialogues we have had with JPMorgan Chase, in short, the resolution process is often helpful if it is only occasionally a pain in the neck for the bank. We are JPMorgan Chase to call on the BRT where you have great influence to end this attack on shareholder resolutions? Thank you.
Hi. My name is Nadia Morsy, and I am an educator in New Jersey. So I stand in opposition to the resolution regarding CEO compensation. Neither Mr. Jamie Dimon nor anyone any CEO should make a profit off the suffering of our Black and Brown communities.
JPMorgan is a major financier of CoreCivic. It's a private prison industry leader. One of the attention is actually located in my hometown
of Elizabeth, New Jersey, where I teach. 2
of my former students, Sanjay and Baula, who are 19 21, are currently being detained there. I visit them often. There are more than 300 immigrants who are currently being detained at CoreCivic in Elizabeth and there are, I'm sure, tens of thousands who are being detained at CoreCivic throughout the country. JPMorgan is financing a project that is targeting people of color. Trump's agenda, Trump's business counsel and you will help advise him on these business decisions.
Will you step down from his counsel?
No.
Great. We'll keep fighting back.
Thank you. Do we have another question over here? Just a point of order, we are trying to limit any topic to 10 minutes. So we've had 3 on private prisons. If you guys want to coordinate, we probably have time for one more on those.
But if you'll introduce yourself, state whether you're a shareholder and go ahead with your comments. Sure.
My name is Hilary Klein. I am a proxy here to speak against the resolution about executive pay. Similarly, I do believe that executive compensation should be tied to some sense of social responsibility. A few weeks ago, a new website, which was called backers, it's backers of hate.org, identified JPMorgan Chase along with a number of other major American corporations as corporate backers of hate because of these companies' complicity with President Trump's anti immigrant hateful and divisive agenda. I would like to I'll be briefer because I would really like Maria is the last person to speak on this.
So I'll skip through kind of much of what I was going to say is fairly repetitive with what you heard from the previous speakers. I would just say that personally my family came to this country, decades ago, generations ago as refugees from hate, from genocide in Eastern Europe. The only reason I'm here today that my family tree survived the Holocaust was because America welcomed refugees and immigrants. And I believe that the values that we stand for, the values that this company should stand for are welcoming immigrants and refugees today. And that financing the immigration detention centers is not actually good for business.
I believe that yes, we stand to profit from the more people who are locked up, but I believe that we are hurting the JPMorgan brand, when we don't stand with this history of American values. So I will leave it at that and just invite can I end there and
then go ahead? Thank you.
I'm going to translate for Maria. Excellent. My name is Maria, and I will be brief. I'll try and stick to the time. I'm here to oppose the executive pay resolution.
In this moment, when our community is under attack, it's critical for us to raise our voice. I want to say to all corporations that in this moment, this critical moment, you're either with us or you're with Trump. JPMorgan Chase is financing corporations that are detaining our people and making our community suffer. And you are drawing closer to the administration of Trump even contributing to his inauguration. This is not okay.
This shows that you are backers of hate and we will not allow this to continue. So I would like to ask Mr. Diamond, are you willing to separate yourself from Trump and stop doing business with the immigration detention centers?
Good afternoon. Thank you.
I just wanted to add really quickly that since we have one more minute, that the Backers of Hate website has only been live for a couple of weeks. In those 1st few weeks, about 4,000 people have already used the website to send messages to you Mr. Diamond, pleading with you to distance yourself from these hateful policies of human suffering. 100 and 100 of the people who have written messages, not at any prompting from the website, are loyal JPMorgan customers and have threatened to pull their business if you do not distance yourself from these policies, Trump's policies and agenda of hate. So those messages have been forwarded to you and the Director and the Board of Directors, and we do await a response.
Thank you.
Thank
you for keeping to the time.
I just would like to say that JPMorgan Chase has always in free and fair trade with Mexico. We believe they've been great neighbors of the United States of America. If you look at the history of JPMorgan, we work quite well with Hispanics, Hispanic groups, etcetera. And number 2, we've always supported LGBT rights. We continue to do that.
And number 3, we will look into this funding of these prisons you're talking about. I'm not sure we completely agree with you. And number 4, because you are on Trump's, the advisory group, he is the President of the United States. I believe he's the pilot flying an airplane. We're trying to help.
I would try to help any President of the United States because I'm a patriot. We do not this does not mean we agree with all the policies that administration comes up with.
Thank you. Are there other topics? Different topic? Okay.
Hi. My name is Andy Morrison. I'm from the New Economy Project. We're an organizational shareholder. I have a question and I want to say we oppose the CEO pay proposal.
You guys just don't hurt my feelings. Well, Mr. Diamond, you earn $28,000,000 a year. In the time I have allotted to speak, you'll earn well over $100 just listening to me. And that's more than a lot of your lowest wage workers.
I hope it's worth it.
For an entire day's work. It is not a lasting matter. Now there's some important reforms introduced around CEO pay and Dodd Frank. And I also want to talk about which is under attack by the way in Congress and by the administration. And I want to talk now about Chase's efforts also to undermine another piece of Dodd Frank, which is the Consumer Financial Protection Bureau.
Now Mr. Diamond, in your 2011 letter to shareholders, the system. Since then, the CFPB has returned $12,000,000,000 to 29,000,000 Americans ripped off by predatory and abusive financial services companies. That is clearly a job well done. The CFPB has introduced much needed accountability, transparency and regulatory standards into the financial services marketplace.
Why then is Chase bankrolling the CFPB's destruction by supporting efforts in Congress to gut the agency? Chase, in fact, has been the number one campaign contributor to Congressman Jeb Hensarling, who seems to have made it his life's work to obliterate the highly successful CFPB. His Financial Choice Act, more aptly the Wrong Choice Act, would roll back the CFPB's core authority to stop unfair, deceptive and abusive acts and practices. I would note that the CFPB used the same authority in 2015 to crack down on Chase when it found the bank was engaging in deceptive debt sales and collections practices that were harming 100 of thousands of people and perpetuating an industry that systematically exploits low income people and people of color. As a shareholder, we appreciated the CFPB's intervention here as it uncovered a major deficiency in the bank's internal controls.
I think all shareholders would agree banks and other financial services companies should operate lawfully and treat people fairly. The CFPB exists to ensure they do just that. Will Chase commit today to stop bankrolling attacks by Congressman Hensarling and others to eviscerate the Consumer Financial Protection Bureau and other key parts of Dodd Frank such as the shareholder I'm sorry, the CEO pay disclosure that the SEC will be doing. Thank you very much. And particularly about the CFPB, will you stop those attacks stop supporting those attacks on the CFPB?
Thank you. Could we have the next question?
We are not attacking the CFPB, just so you know.
Just in
that you're supporting the chief attacker and Congressman Jeff Ventolin, you're the largest contributor in his entire career. And he's made it very clear that he intends on completely obliterating the CFPB, taking away its independence. He's made
it clear that he wants to reform it.
He wants to take away the key parts that make it effective, which is its independence.
Certainly. Thank you for your comments.
So, I'm technically here on behalf of Mr. Parkin today, but, I have a question regarding the environmental and social risk management policies. Although JPMorgan Chase expects clients to secure the free prior and informed consent of indigenous peoples. The bank is currently lending to 3 companies behind the infamous Dakota Access Pipeline. And in case you've been living under a rock for the past year, the impacted Dakota tribes never consented to the pipeline.
In fact, there was so little consent that over 200 Native Nations gathered for an entire year to protect the only source of drinking water for the Standing Rock Sioux tribe and 17,000,000 people downstream. And I don't know if you drink water, but indigenous people are human like all of us and can't survive 3 days without it. There was so little consent from indigenous people that JPMorgan Chase's client had public and private law enforcement deploy chemical weapons, impact munitions, explosive grenades, fire hoses, sound cannons and dogs to repress the non consenting indigenous people. The pipeline just sprung an 80 gallon leak in South Dakota last week, and it isn't even fully operational yet. Chase's client has no emergency plan in place, no emergency equipment, no protocols, nothing.
Why? Because corporations like Chase with bogus human rights, indigenous rights and risk policies like yours and greedy executives like you are willing to place profits over people as long as your grandparents rest undisturbed in their graves, as long as you're not the ones bathing children in oil, as long as it's not your sisters getting raped and human trafficked in oil fields. We put our bodies on the line not just for our children, but your children too. I'm here today to deliver this letter to you on behalf of more than 20 indigenous rights and environmental organizations. But before that, I want the CEO of JPMorgan Chase, Mr.
Dimon and the Board to look me in the eye, human to human and answer me, will JPMorgan Chase continue to finance the repression of indigenous people and the destruction of all of our grandchildren's planet by financing the Keystone XL and other nonconsensual pipelines? Or will indigenous people and our allies have to launch a global divestment campaign to hold you and other banks accountable to basic standards of human rights and business rights? Yes or no?
I'll take the letter. Thank you very much. We probably have time for another question.
I'm on a completely different topic.
Thank you. Mr. Diamond, my name is Tom McCaney. What is your position on the repeal of the Dodd Frank Act? And who is asking for the rollback of the Dodd Frank?
Also, what do you think is the best regulation or formula to preserve the safety and soundness of what you often refer to as the best and deepest capital markets in the world? Yes.
So we have never asked for the repeal of Dodd Frank. The wholesale is throwing it out. We do think after 8 years of constant rulemaking, it's time to look what we've done in the open light of day and make it better than it is today for the benefit of all Americans. I would tell you and I've written about my Chairman's letter, I won't bore the people here, some of these rules and regulations are hurting lower income people, first time buyers, immigrants and I think they should do it for the vibrancy of the country. Without damage statements down at all.
And we made some very specific recommendations around that.
Mr. Chairman, Board of Directors and fellow shareholders, my name is Jeremy Davis, and I'm from near Des Moines, Iowa. I'm here today on behalf of the nation's pig farmers and the National Pork Producers Council, which is also a shareholder. We want to thank the staff, management and Board Directors of JPMorgan Chase for their continued efforts in supporting our family pork producers through strong banking and financing efforts, which you've done very well. I want to thank the shareholders who know our nation's pig farmers have many improvements in animal care, responsible use of animal health products, in particular antibiotics and production practices.
Pork producers like JPMorgan Chase are committed to continuous improvement. We hope JPMorgan Chase will always remain diligent in consideration of requirements on production practices and their impact on the supply chain and family farmers. We certainly want to work with you and appreciate your efforts. There is much information to learn about our industry at portcares.org. Like JPMorgan Chase, our family pork producers are clearly committed to building stronger communities and improving our local, state and national economy.
I hope you all join me in thanking the staff and management of JPMorgan Chase for their continued banking and finance efforts in support of family farming and agriculture in the United States. Thank you.
Thank you. So that concludes our discussion period. Please submit any remaining ballots and proxies. If you have a ballot you want to hold up, someone will come and collect it. I declare the pool is closed at 11:0:6 a.
M. We've concluded the formal portion of our meeting. I will now read the preliminary vote results that were received immediately prior to the meeting. The final voting results will be reported on a Form 8 ks to the SEC along with the minutes of the meeting. With respect to the election of the directors, all directors were elected and each director received a majority of the votes cast for and against.
No director received less than 96% of the votes cast. With respect to the other proposals today, the results I read will be the percentage voted for each proposal based on shares marked for, against and abstain. I'm going to ask you as a point of order to come down from the podium. Ma'am?
Sorry, I thought it was yours.
Thank you very much. Number 2, the vote for the approval of the advisory resolution to approve executive compensation was 92.3% 4. Number 3, the vote for ratification of our independent registered public accountant was 97.84 And number 4, the advisory vote on the frequency of an advisory resolution to approve executive compensation was 1 year with 94.9%. The vote for approval on number 5 of the independent Board Chairman was 33.8%, 4% and number 6, the vote for the proposal regarding vesting of government service was 26.8% 4% percent and number 7, the vote for the proposal regarding clawback amendment was 3.9 percent 4 percent and number 8, the vote for proposal regarding gender pay equity was 15.114 and number 9, the vote for the proposal regarding how votes are counted was 8.6% 4 and number 10, the vote for the proposal regarding a special shareholder meeting was 42.3%, 4. Jamie, would you like to say a few last words?
Yes. We greatly appreciate the views of all of our shareholders and how thoughtful they were in engaging us in this process. The entire Board takes this feedback seriously and we'll continue to incorporate their input in how we govern the company. We'll continue to build towards being the best in class in every single way. Stacy?
I think that concludes the meeting. Would you like to adjourn the meeting?
Yes. This concludes the business before the meeting. We appreciate your attendance. The meeting is adjourned. Thank you.
Thank you.