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, Stacey 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 one-third of our employees here in Delaware are technologists.
Excellent.
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 are 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 nonprofit software development bootcamp. 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 East Side Rising initiative. It's an initiative that involves housing, social, economic investment, working with the local schools to change the East Side.
We think that partnership with the state, with private organizations, with elected officials, and 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-profits, civic society, to do the best it can for its population to bring in some businesses. Thank you all for what you do for your state. We really appreciate it. Good morning, ladies and gentlemen. It is a little after 10:00 A.M., and I am pleased to call to order the annual meeting of the shareholders of JPMorgan Chase & Co. 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 coming and extend them a special welcome, and thank you for all the things you do for your state, too. With me today is Stacey Friedman, our General Counsel, and Stacey will serve as secretary of the meeting and will lead us through the agenda. Stacey?
Thank you, Jamie. 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. 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 Todi, are you-
Right here, Stacey.
Right here. Larry Todi 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 two, 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, and representatives of American Election Services, LLC have been appointed to serve as our inspectors of the election.
The meeting is properly convened, a quorum is present, and the proposed resolution set forth in the proxy statement will be filed as part of these proceedings. It is 10:05 A.M., 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 present 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, the remarks today may contain forward-looking statements.
Please do refer to our annual report on Form 10-K, 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, Stacey. 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 Bammann, James Bell, Crandall Bowles, Steve Burke, Todd Combs, Jim Crown, Tim Flynn, Laban 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 here with us today, 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 you're 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. Over the last 10 years, we've provided over $50 million 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 $24.7 billion in net income on revenue of $99.1 billion. We have delivered record results in six of the last seven 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 financially in overhead ratios and return equity versus the best in that specific industry. More important, each business has gained market share in recent years, and that is only possible when you're improving customer satisfaction and enhancing your products and services relative to the competition. Each business continues to innovate, whether it's 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.
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 and 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 $9.5 billion a year in technology firm-wide. Approximately $3 billion is dedicated to new initiatives, and approximately 700 million of the $3 billion is for what we call fintech or digital or mobile. The reasons we invest so much in technology, whether it's big data, digital, machine learning, et cetera, 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 I 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, J.P. Morgan provided credit and raised capital of more than $2 trillion for our clients, and we did this throughout the Great Recession. We believe in being great corporate citizens in 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 tellers and customer service, to between $13.5 and $15 an hour, depending on where they live. We have a diverse workforce. We have more than 243,000 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. If you're in the press in this room, you should write about that because I think it's quite rare. We are proud of how we're helping veterans. In 2011, J.P. Morgan and 10 other companies launched the 100,000 Jobs Mission, which has turned into a pledge to create 1 million jobs and has already created 350,000 for our veterans. J.P. Morgan alone has hired 8,000 veterans.
We have accomplished an extraordinary amount in our corporate responsibility efforts. Our philanthropic giving was $250 million in 2016, and 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, and 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 are 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 are unnecessary.
We believe that 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. It'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%. If you go back 30 years, it was 96%. Education is leaving too many behind.
50% of the kids in inner-city schools do not graduate. Infrastructure needs planned investment. The last major airport built in the U.S. was 20 years ago. China has built 75 in the last 10 years. On average, I am told it takes 10 years to get the permit to build one bridge. Excessive regulation would reduce growth and business formation, particularly for small businesses. To confront these issues, we need the business community and government to come together and 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 of 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. 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.
I'd like to hand off to Lee Raymond, our lead director, who will make some additional remarks. Lee?
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 five topics. First, board composition, refreshment, and leadership. Second, the continued importance of our culture. Third, senior management succession planning. Fourth, our approach to compensation. 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 Directors' Risk Policy Committee and the Public Responsibility Committee. At today's meeting, shareholders will have the opportunity to elect Mr. Combs for a full-year term. With his election, we have 11 independent directors, five of whom have joined the board since May of 2011. I believe this reflects our board's commitment to refreshment 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 year we named new chairs to the Risk Committee and to the Audit Committee, Linda Bammann 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. 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. 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 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 sustained 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. 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&A. I will ask people to hold their questions until then. On the management proposals, I do move all of the management proposals as set forth in the proxy statement. These are, first, the election of the 12 nominees listed in our proxy statement as directors. Second, an advisory resolution to approve executive compensation. Third, ratification of the independent registered public accounting firm, PricewaterhouseCoopers. Fourth, 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 three 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 two minutes and red after three. There's two 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&A to proceed to the microphone with other comments. Proposal five was submitted by Mr. John Chevedden. We've been advised 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 chair 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 a chair who was 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 if no independent director is available and willing to serve as chair. This proposal requests that all necessary steps be taken to accomplish the above.
Senator David Vitter of the Senate 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 if 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 System 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, and our reasons for doing so appear on page 84 of the proxy statement. We'll 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 McGarrah will present the proposal. Mr. McGarrah, go ahead.
Thank you very much. Mr. Dimon, members of the board, and fellow shareholders, I am Robert McGarrah. I'm counsel at the AFL-CIO's Office of Investment. Proposal six, 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. It shall apply only to equity awards or plan amendments that shareholders approve after the date of this 2017 meeting.
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. 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 with me, because I've been reading it myself, I commend to 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. He makes the point in here repeatedly that George Washington was critically aware of the appearance of any conflict of interest.
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. 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. I'm not trying to impugn the integrity of any JPMorgan Chase employee. I think that as we agree, 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. The appearance, and it 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.
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. Mr. Dimon, 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 a significant pay raise, which is critical. When you go into government service, you go into government service because you believe in this country and the integrity of the service itself.
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. We urge your support for this proposal. Thank you.
Thank you.
Thank you.
We oppose this resolution for the reasons that appear on page 86 of our proxy statement. We'll now turn to proposal number seven, the clawback amendment. It was submitted by Mr. Kenneth Steiner. Mr. Hoffman, I believe 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. 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 Federal Reserve Bank of New York 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, 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 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, 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. Rayner Yining Judd, we've been advised that Eileen Dury will present the proposal.
Good morning, Mr. Chairman, members of the board, and fellow shareholders. My name is Eileen Dury, I am here to move proposal number 8 filed by Arjuna Capital on behalf of our client, Rayner Yining 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 U.S. is reported to be 79% of that of her male counterparts, forecasts indicate that at the current rate of change, women will not reach parity until 2059. Of note, the gap for African American and Latina women is wider at 60% and 55%, respectively. Gender pay disparity is not only one of the biggest social justice issues of our time, it poses a risk to companies' 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%-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. While J.P. Morgan has not reported its pay gap, Payscale reports the company has a mean pay gap of 13%, or $10,471. That gap yawns 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 J.P. Morgan's ability to innovate and compete. J.P. Morgan 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 J.P. Morgan would benefit from taking a leadership position on this issue, along with financial services peers, Schroders and Virgin Money, as well as many other S&P 500 peers. Research indicates attracting and retaining diverse teams yields 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 nine 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. McGarrah . Oh, Sister, why don't you go ahead and present the proposal?
Good morning, Chairman of the board members, fellow shareholders, employees, anybody who's here today, welcome. Thank you. I'm Sister Nora Nash, a Sister of St. Francis of Philadelphia, and I stand on behalf of the Investor Voice of Seattle to move proposal number nine, 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 J.P. Morgan 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. They 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 nine provides shareholders with better information about vote outcomes, allows more accurate communication between stockholders and the board, and eliminates the second-class treatment of shareholder items relative to management's board's elections. Therefore, please join us in asking J.P. Morgan 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 are going to present this proposal?
Yep.
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 shareowner 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 a 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 billion to resolve charges regarding the overstatement of quality of mortgages to investors, a settlement of charges relating to the manipulations of foreign exchange benchmark rates, the payment of $920 million 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. Our reasons for opposing them are set forth in the proxy statement. We will now turn to agenda item three, 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 two 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 are a shareholder. As a reminder, we ask that you limit your comments to three 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. Dimon.
Good morning, Mr. Chairman, board members, and fellow shareholders. My name is Tom McCaney, and I am here today on the proxy of Walden Asset Management, whose company as a whole owns 1,080,920 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. 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 Carpenter, and her associate, Linda Scott. We look forward to continuing the dialogue.
Thank you.
Good morning. My name is Ana María Archila, I'm rising to oppose the resolution to approve executive compensation. 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. We are currently under an administration that has put 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, I feel it every day. Just in the last three months, the Trump administration has tried to put in place a Muslim ban.
It has stepped up detentions and deportations of people who have no criminal records, 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. It has promised to deport between 2 and 3 million people by putting in place a deportation force. 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 the criminalization infrastructure like jails.
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. The fact is that the anti-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 an ideology of hate. 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 in these moments? This is a moment that demands from leaders across all sectors, including leaders in this sector, real moral clarity. Real moral clarity. I have a question for you, Mr. Dimon. Are you willing to stand on the right side of history in this moment? Are you willing to issue a clear statement, not what you wrote in your letter, but a clear statement that denounces the Trump anti-immigrant agenda, anti-Muslim agenda? Are you willing to cease all financing of private prison detention centers and private jails? I would like to hear an answer from you. Thank you.
Hello. My name is Bianey Garcia. I'm an organizer at Make the Road New York. I read this letter to behalf of my friend Melissa Nuñez, who was in jail at a detention center in CoreCivic, a private prison company that you finance. I'm a transgender Latina immigrant, and last week I joined other immigrants in a rally in front of JPMorgan Chase to demand that they change their ways. As a bank finance private 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 CoreCivic detention center in Elizabeth, New Jersey, for more than six 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 detention center, I was sexually assault three times and mistreated.
I did my best to protect the terrible condition, including going three days, a strike, to fight for my rights. Private immigration detention center, like the one where I was in jail, should not exist in this country. No one should suffer what I suffered. No reputable bank should finance companies operating such facilities. I ask you to change your ways immediately. Anything less will mean that you are continue to be a banker of hate.
Thank you. We're just going to alternate. Sister Nora.
Thank you. Mr. Chairman, I rise really 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 billions of dollars that are held among all the shareholders. We are familiar with Mr. Dimon and the work of this corporation. We raise 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 billion. With JPMorgan Chase, I would need at least $3 billion. That is an intentionally planned impossibility. 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, many of these have been getting expanded votes in favor in the 30%-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 lending. 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 urge JPMorgan Chase to call on the BRT, where you have great influence to end this attack on shareholder resolutions. Thank you.
Thank you.
Hi, my name is Nedia Morsy. I am an educator in New Jersey. I stand in opposition to the resolution regarding CEO compensation. Neither Mr. Jamie Dimon nor 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 detentions is actually located in my hometown of Elizabeth, New Jersey, where I teach. Two of my former students, Sandra and Paula, who are 19 and 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, as we know, is going to further the incentive to build more private prisons and detain more immigrants and people of color. Mr. Dimon, you currently sit on Trump's business council, and you will help advise him on these business decisions. Will you step down from his council?
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. We've had three on private prisons. If you guys want to coordinate, we probably have time for one more on those. If you'll introduce yourself, state whether you're a shareholder, and go ahead with your comments.
Sure. My name is Hillary 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 is called backersofhate.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'll be briefer because I would really like Maria as the last person to speak on this. I'll skip through kind of much of what I was going to say is fairly repetitive with what you heard.
Thank you
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 am here today, that my family tree survived the Holocaust, was because America welcomed refugees and immigrants. 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. I believe that we are hurting the JPMorgan brand when we do not stand with this history of American values. I will leave it at that and just invite Can I end there?
Yes. No, go ahead.
Maria.
Thank you.
I'm going to translate for Maria.
Excellent.
Hello?
Yeah.
[Foreign language]
[Foreign language]
[Foreign language]
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.
[Foreign language]
In this moment, when our community is under attack, it's critical for us to raise our voice.
[Foreign language]
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 [Foreign language]
JPMorgan Chase is financing corporations that are detaining our people and making our communities suffer, and you are drawing closer to the administration of Trump, even contributing to his inauguration.
[Foreign language]
This is not okay. This shows that you are backers of hate, and we will not allow this to continue.
[Foreign language]
I would like to ask Mr. Dimon, are you willing to separate yourself from Trump and stop doing business with the immigration detention centers?
Gracias.
Thank you.
That's the last one of those.
Thank you. I just wanted to add really quickly of it since we have one more minute, that the BackersofHate.org website has only been live for a couple of weeks. In those first few weeks, about 4,000 people have already used the website to send messages to you, Mr. Dimon, pleading with you to distance yourself from these hateful policies of human suffering. Hundreds and hundreds 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. Those messages have been forwarded to you 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 JPMorgan Chase has always supported Mexico. We believe in free and fair trade with Mexico. We believe in being great neighbors of the United States of America. If you look at the history of JPMorgan, we work quite well with Hispanics, Hispanic groups, et cetera. Number 2, we've always supported LGBT rights. We continue to do that. Number 3, we will look into this funding of these prisons you're talking about. I'm not sure we completely agree with you. 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 our airplane. We're trying to help. I would try to help any president of the United States because I'm a patriot. That does not mean we agree with all the policies that an administration comes up with.
Thank you. Are there other topics? Different topic? Okay.
Hi, my name's Andy Morrison. I'm from the New Economy Project. We're an organizational shareholder. I have a question. I want to say we oppose the CEO pay proposal.
You guys just don't hurt my feelings.
Well, Mr. Dimon, you earn $28 million a year. In the time I have allotted to speak, you'll earn well over $100 just listening to me. That's more than a lot of your lowest wage workers.
I hope it's worth it
make for an entire day's work. It's not a laughing matter. There's some important reforms introduced around CEO pay and Dodd-Frank. I also want to talk about, which is under attack, by the way, in Congress and by the administration. I want to talk now about Chase's efforts also to undermine another piece of Dodd-Frank, which is the Consumer Financial Protection Bureau. Mr. Dimon, in your 2011 letter to shareholders, you told us that if the CFPB does its job well, the agency will benefit American consumers in the system. Since then, the CFPB has returned $12 billion to 29 million 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 this 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 hundreds 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. Particularly about the CFPB, will you 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.
Well, just in that you're supporting the chief attacker in Congressman Jeb Hensarling. 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.
Sir, thank you for your comments.
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 three companies behind the infamous Dakota Access Pipeline. In case you've been living under a rock for the past year, the impacted Lakota 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 million people downstream. I don't know if you drink water, but indigenous people are human, like all of us, and can't survive three 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? 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. 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 non-consensual pipelines? 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. Oh, sorry.
Oh, thank you. Mr. Dimon, my name is Tom McCaney. What is your position on the repeal of the Dodd-Frank Act? Who is asking for the rollback of the Dodd-Frank? 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?
We have never asked for the repeal of Dodd-Frank. The wholesale throwing it out. We do think after 8 years of constant rulemaking, it's time to look at 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. That it won't damage safety and soundness at all. We made some very specific recommendations around that.
Mr. Chairman, board of the 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 of 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 porkcares.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 U.S. Thank you.
Thank you. 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 polls closed at 11:06 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-K 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.
Ma'am?
[inaudible] .
Yes, please.
Thank you very much. On number two, the vote for the approval of the advisory resolution to approve executive compensation was 92.3% for. On number three, the vote for ratification of our independent registered public accountant was 97.8% for. On number four, the advisory vote on the frequency of an advisory resolution to approve executive compensation was one year with 94.9%. The vote for approval on number five of the independent board chairman was 33.8% for. On number six, the vote for the proposal regarding vesting of government service was 26.8% for. On number seven, the vote for the proposal regarding clawback amendment was 3.9% for. On number eight, the vote for proposal regarding gender pay equity was 15.11% for. On number nine, the vote for the proposal regarding how votes are counted was 8.6% for.
On number 10, the vote for the proposal regarding a special shareholder meeting was 42.3% for. Jamie, would you like to say a few last words?
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 will 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. Stacey?
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.