JPMorgan Chase : JPMC&Co. 2024 Proxy Statement

CHECK THE APPROPRIATE BOX:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material under §240.14a-12

JPMORGAN CHASE & CO.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

• No fee required

• Fee paid previously with preliminary materials
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

A Letter from Jamie Dimon, Our Chairman and CEO, and Stephen B. Burke, Our Lead Independent Director

Table of Contents

strategic driver of success. By fostering a diverse and inclusive workforce, we enable innovation, smarter decision-making, and better financial results for our business and the economy as a whole. We continue to work closely with management to promote equal treatment, opportunity and access throughout our organization.

Our company's success is built upon the efforts of thousands of employees, our superb senior management team and our outstanding Board members. And it is with a heavy heart that

we remember one such Board member, our colleague and friend, Jim Crown, who served as a member of our Board of Directors from 2004 until his unexpected passing last year. His wisdom and spirit are profoundly missed.

We look forward to continuing to deliver value to our customers, shareholders and stakeholders while remaining firm in our business principles. On behalf of the entire Board, we are grateful for your support of the Board and the Firm.

James Dimon

Chairman and Chief Executive Officer

Stephen B. Burke

Lead Independent Director

Table of Contents

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE PROMPTLY.

JPMorgan Chase & Co. uses the Securities and Exchange Commission ("SEC") rule permitting companies to furnish proxy materials to their shareholders via the Internet. In accordance with this rule, on or about April 8, 2024, we sent to shareholders of record at the close of business on March 22, 2024, a Notice of Internet Availability of Proxy Materials ("Notice"), which includes instructions on how to access our 2024 Proxy Statement and 2023 Annual Report online, and how to vote online for the 2024 Annual Shareholder Meeting.

If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.

To be admitted to the annual meeting at www.virtualshareholdermeeting.com/JPM2024, you must enter the control number found on your proxy card, voting instruction form or Notice you previously received. See "Information about the annual shareholder meeting" on page 107. At the virtual meeting site, you may follow the instructions to vote and ask questions before or during the meeting.

If you hold your shares through a broker, your shares will not be voted unless (i) you provide voting instructions or (ii) the matter is one for which brokers have discretionary authority to vote. Of the matters to be voted on at the annual meeting, the only one for which brokers have discretionary authority to vote is Proposal 4, the ratification of the independent registered public accounting firm. See "What is the voting requirement to approve each of the proposals?" on page 109.

Table of Contents

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "anticipate," "target," "expect," "estimate," "intend," "plan," "goal," "believe" or other words of similar meaning. Forward-looking statements provide JPMorgan Chase & Co.'s ("JPMorgan Chase" or the "Firm") current expectations or forecasts of future events, circumstances, results or aspirations. All forward-looking statements are, by their nature, subject to risks and uncertainties, many of which are beyond the Firm's control. JPMorgan Chase's actual future results may differ materially from those set forth in its forward-looking statements. Certain of such risks and uncertainties are described in JPMorgan Chase's Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Form 10-K"). Any forward-looking statements made by or on behalf of the Firm speak only as of the date they are made, and JPMorgan Chase does not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made.

No reports, documents or websites that are cited or referred to in this proxy statement shall be deemed to form part of, or to be incorporated by reference into, this proxy statement.

Table of Contents

PROXY SUMMARY

2024 Proxy Summary

This summary highlights information in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Terms not defined in the text of this proxy statement can be found in the "Glossary of selected terms and acronyms" on page 121.

Your vote is important. For more information on voting and attending the annual meeting, see "Information about the annual shareholder meeting" on page 107. This proxy statement has been prepared by our management and approved by the Board of Directors, and is being sent or made available to our shareholders on or about April 8, 2024.

Annual meeting overview: Matters to be voted on

MANAGEMENT PROPOSALS

The Board of Directors recommends you vote FOReach director nominee and proposals 2, 3 and 4 (for more information see page referenced):

SHAREHOLDER PROPOSALS (if they are properly introduced at the meeting)

The Board of Directors recommends you vote AGAINSTeach of the following shareholder proposals (for more information see page referenced):

Table of Contents

PROXY SUMMARY

The Firm demonstrated strong financial performance in 2023

The Firm continued its focus on serving our clients and customers amid ongoing, growing geopolitical tensions, economic uncertainty, elevated inflation and higher rates, while investing in and executing on long-term strategic initiatives. The Firm experienced growth across all of our market-leading lines of business, achieved record financial results and maintained a fortress balance sheet.

JPMORGAN CHASE & CO.

Excluding the impact of First Republic Bank9: the Firm achieved managed revenue1,2 of $154.2 billion, pre-tax income ex. LLR1,2 of $63.2 billion, net income of $45.4 billion, or $14.84 per share, and ROTCE2 of 19%; CCB achieved managed revenue1 of $66.9 billion, pre-tax income ex. LLR1,2 of $27.9 billion, net income of $20.0 billion, and ROE of 38%; CB achieved managed revenue1 of $14.6 billion, pre-tax income ex. LLR1,2 of $9.0 billion, net income of $6.0 billion, and ROE of 20%; AWM achieved managed revenue1 of $18.7 billion, pre-tax income1 of $5.9 billion, net income of $4.5 billion and ROE of 27%.

• The Firm reviews the results of the Firm and the lines of business on a managed basis. Refer to Note 2, on page 113 for a definition of managed basis.

• Managed Revenue, Pre-Tax Income (ex. LLR), ROTCE and TBVPS are each non-GAAP financial measures; refer to Notes 1 and 2 on page 113 for a further discussion of these measures.

• Reflects common dividends and common stock repurchases, net of common stock issued to employees.

• Refer to Notes 2 and 3 on page 59.

• Refer to Notes 2 and 3 on page 57.

• Based on third-party data.

• Coalition Greenwich FY23 Competitor Analytics (preliminary). Rank is based on JPMorgan Chase's internal business structure and revenue and Coalition Index Banks for Securities Services.

• Refer to Note 2 on page 58.

• On May 1, 2023, JPMorgan Chase acquired certain assets and assumed certain liabilities of First Republic Bank. All references to excluding the impact of First Republic Bank refer to excluding the relevant effects of the First Republic Bank acquisition, as well as subsequent related business and activities, as applicable. Refer to Note 34 to the Firm's Consolidated Financial Statements in the 2023 Annual Report on pages 307 - 309.

Table of Contents

PROXY SUMMARY

We are committed to strong corporate governance practices

Board composition reflects an effective mix of experience, refreshment, skills and diversity to provide independent oversight

• Our directors have experience and demonstrated success in executive fields relevant to the Firm's business and operations, and contribute to the Board's effective oversight of management and its diversity across a range of attributes, executive experience and skills
• The Board has a well-balanced tenure with a mix of experience and fresh perspectives

A strong Lead Independent Director role facilitates independent Board oversight of management

• The Firm's Corporate Governance Principles ("Governance Principles") require the independent directors to appoint a Lead Independent Director if the role of the Chair is combined with that of the CEO
• The Board reviews its leadership structure annually
• The Lead Independent Director's responsibilities demonstrate the Board's commitment to empowering the Lead Independent Director to serve as an effective counterbalance to the CEO

Our Board guides succession planning

• The Board is focused on enabling an orderly CEO transition to take place in the medium-term
• As part of succession planning, the Board continues to oversee management's development of several Operating Committee ("OC") members who are well-known to shareholders as strong potential candidates to succeed Mr. Dimon
• Individual OC members have been provided with opportunities to gain exposure to different parts of the business and to deepen their leadership experience in new and expanded roles
• In January 2024, the Firm announced leadership changes and a streamlined business to continue to position the Firm for the future

Our Board provides independent oversight of the Firm's business and affairs

We actively engage with shareholders

• We regularly engage with shareholders throughout the year on a wide variety of topics, such as strategy, financial and operating performance, competitive environment, regulatory landscape and environmental, social and governance ("ESG")-related matters
• In 2023, our shareholder engagement initiatives included:
• • Shareholder Engagement: We solicited feedback through approximately 200 engagements with 120 shareholders that represented 50% of the Firm's outstanding common stock, in addition to other key stakeholder listening and learning sessions. Our engagements with shareholders focused on board and management succession planning, executive compensation, technology, including artificial intelligence, cybersecurity and the Firm's sustainability efforts, including its climate strategy, in addition to a variety of discussions on the Firm's strategy and its financial and operating performance
  • Meetings/Conferences: Senior management hosted approximately 28 investor meetings, and presented at approximately 15 investor conferences

Our governance practices promote Board effectiveness and shareholder interests