JPMorgan Chase & Co.

270 Park Avenue

New York, New York 10017-2070

April ~~__, 2013~~8, 2015

Dear fellow shareholders:

We are pleased to invite you to the annual meeting of shareholders to be held on May ~~21, 2013~~19, 2015, at ~~our Highland Oaks Campus~~The Westin Book Cadillac Detroit in ~~Tampa, Florida.~~Detroit, Michigan. As we have done in the past, in addition to considering the matters described in the proxy statement, we will ~~review major developments since our last shareholders’ meeting.~~provide an update on the Firm’s activities and performance.

We hope that you will attend the meeting in person. We strongly encourage you to designate the proxies named on the proxy card to vote your shares even if you are planning to come. This will ensure that your common stock is represented at the meeting.

The proxy statement explains more about proxy voting. Please read it carefully. We look forward to your participation.

Sincerely,

James Dimon

Chairman and Chief Executive Officer

Your vote is very important. ~~For this reason, the~~The Board of Directors of JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) is requesting that you allow your common stock to be represented at the annual meeting by the proxies named on the proxy card. This proxy statement is being

sent or made available to you in connection with this request and has been prepared for the Board by our management. ~~The~~This proxy statement is being sent and made available to our shareholders on or about April ~~__, 2013~~.8, 2015.

EXECUTIVE SUMMARY

Our Board has nominated 11 directors for election at this year’s annual meeting to hold office until the next annual ~~meeting and the election of their successors.~~meeting. All of the nominees are currently ~~directors.~~directors and were elected to the Board by our shareholders at our 2014 annual meeting, each with the support of more than 96% of votes cast. Each has agreed to be named in this proxy statement and to serve if elected. All of the nominees are expected to attend ~~the~~ our May ~~21, 2013~~,19, 2015, annual meeting.

~~Although we~~We know of no reason why any of the nominees would ~~not~~ be ~~able~~unable or unwilling to serve if elected. However, if any ~~nominee~~of our nominees is unavailable for election, the proxies intend to vote your common stock for any substitute nominee proposed by the Board of Directors.

We believe that each nominee has the skills, experience and personal qualities the Board seeks in its directors and that the combination of these nominees creates an effective and well-functioning Board that serves the best interests of the Firm and our shareholders.

The Board ~~may also choose~~of Directors is responsible for overseeing management and providing sound governance on behalf of shareholders. Risk management oversight is a key priority. The Board carries out its responsibilities through, among other things, highly capable independent directors, the Lead Independent Director, a strong committee structure and adherence to ~~reduce~~our Corporate Governance Principles. The Board conducts an annual assessment aimed at enhancing its effectiveness, as described on page 23 of this proxy statement.

DIRECTOR NOMINATION PROCESS

As specified in its charter, the ~~number of directors to be elected, as permitted by our By-laws.~~

~~Nomination process~~

~~The~~ Board’s Corporate Governance & Nominating Committee ~~(the “Governance~~(“Governance Committee”) ~~is responsible for evaluating~~oversees the candidate nomination process, which includes the evaluation of both existing Board members and recommending to the Board proposed nominees for election to the Board of Directors. The Governance Committee, in consultation with the Chief Executive Officer, periodically reviews the criteria for composition of the Board and evaluates potential new candidates for Board membership. The Governance Committee ~~then makes recommendations~~recommends to the Board a slate of candidates for election at each annual meeting of shareholders. The Governance Committee’s goal is to put forth a diverse slate of candidates with a combination of skills, experience and personal qualities that will well serve the Board and its committees, our Firm and our shareholders. The Governance Committee considers all relevant attributes of each Board candidate, including professional skills, experience and knowledge, as well as gender, race, ethnicity, culture, nationality and background.

Director succession is also a focus of the Governance Committee and the Board. The Governance Committee ~~also takes into account criteria applicable to Board committees.~~

As stated in the Corporate Governance Principles of the Board (the “Corporate Governance Principles”), in determining Board nominees, the Board wishes to balance the needs for professional knowledge, business expertise, varied industry knowledge, financial expertise, and CEO-level management experience. Following these principles, the Board seeks to ~~select nominees who combine leadership~~maintain an appropriate balance of Board refreshment and ~~business management experience, experience~~Firm experience. In service of this goal, the Governance Committee engages in ~~disciplines relevant to the Firm and its businesses, and personal qualities reflecting integrity, judgment, achievement, effectiveness, and willingness to appropriately challenge management.~~

frequent consideration of potential Board candidates. The Governance Committee is assisted in identifying potential Board ~~strives to ensure diversity of representation among its members.~~candidates by a third-party advisor. Of the 11Board’s 10 independent directors, four have been added since 2011.

Candidates for director ~~nominees, two are women and one is African-American. Increasing diversity is~~may be recommended by current Board members, our management, shareholders or third-party advisors. Shareholders who want to recommend a ~~priority, and when considering prospects~~candidate for ~~possible recommendation~~election to the Board ~~the Governance Committee reviews available information about the experience, qualifications, attributes and skills of prospects, as well as their gender, race and ethnicity.~~

~~The Governance Committee will consider director candidates recommended for consideration~~may do so by ~~members of the Board, by management and by shareholders, and will seek diverse slates when considering candidates. Shareholders wishing to recommend~~writing to the ~~Governance Committee a candidate for director should write to the~~Corporate Secretary at: JPMorgan Chase & Co., ~~Office of the Secretary,~~ 270 Park Avenue, New York, ~~New York 10017.~~

~~It is~~NY 10017; or by sending an e-mail to the ~~policy~~Office of the Secretary at corporate.secretary@jpmchase.com. The Governance Committee ~~that~~considers shareholder-recommended candidates on the same basis as nominees recommended by ~~shareholders will be considered in the same manner as other candidates~~Board members, management and ~~there are no additional procedures a shareholder must undertake in order for the Governance Committee to consider such shareholder recommendations.~~third-party advisors.

~~Information about the nominees~~

Boards act collectively and, together, the members of the Board provide the Firm with a breadth of demonstrated senior leadership and management experience in large complex organizations, global marketing, services and operations, regulated industries, wholesale and retail businesses, financial controls and reporting, compensation, governance, management succession, strategic planning and risk management. The director nominees bring broad and varied skills and knowledge from positions in global businesses, not-for-profit organizations and government, and diverse perspectives from a broad spectrum of industries, community activities and other factors. Each possesses the personal characteristics needed for the responsibilities of a director: each has demonstrated significant achievement in his or her endeavors, can work cooperatively and productively in the interest of all



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~~shareholders, possesses high character and integrity, devotes~~The Board of Directors has nominated the ~~necessary time to discharge his or her duties, and,~~11 individuals listed below for ~~non-management directors, is independent.~~

~~The following provides biographical information regarding each~~election as directors. All of the nominees ~~including their specific business experience, qualifications, attributes~~are currently serving as directors and ~~skills that~~all except the CEO are independent. We recommend you vote FOR each director.



DIRECTOR NOMINEES
The Board has nominated 11 directors: the 10 independent directors and the CEO

NOMINEE	AGE	PRINCIPAL OCCUPATION	DIRECTOR SINCE	COMMITTEE MEMBERSHIP ¹
Linda B. Bammann	59	Retired Deputy Head of Risk Management of JPMorgan Chase & Co.²	2013	Public Responsibility; Risk Policy
James A. Bell	66	Retired Executive Vice President of The Boeing Company	2011	Audit
Crandall C. Bowles	67	Chairman of The Springs Company	2006	Audit; Public Responsibility (Chair)
Stephen B. Burke	56	Chief Executive Officer of NBCUniversal, LLC	2004 Director of Bank One Corporation from 2003 to 2004	Compensation & Management Development; Corporate Governance & Nominating
James S. Crown	61	President of Henry Crown and Company	2004 Director of Bank One Corporation from 1991 to 2004	Risk Policy (Chair)
James Dimon	59	Chairman and Chief Executive Officer of JPMorgan Chase & Co.	2004 Chairman of the Board of Bank One Corporation from 2000 to 2004
Timothy P. Flynn	58	Retired Chairman and Chief Executive Officer of KPMG	2012	Public Responsibility; Risk Policy
Laban P. Jackson, Jr.	72	Chairman and Chief Executive Officer of Clear Creek Properties, Inc.	2004 Director of Bank One Corporation from 1993 to 2004	Audit (Chair)
Michael A. Neal	62	Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital	2014	Risk Policy
Lee R. Raymond (Lead Independent Director)	76	Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation	2001 Director of J.P. Morgan & Co. Incorporated from 1987 to 2000	Compensation & Management Development (Chair); Corporate Governance & Nominating
William C. Weldon	66	Retired Chairman and Chief Executive Officer of Johnson & Johnson	2005	Compensation & Management Development; Corporate Governance & Nominating (Chair)


¹	Principal standing committees


²	Retired from JPMorgan Chase & Co. in 2005



JPMORGAN CHASE & CO. • 2015 PROXY STATEMENT • 9

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DIRECTOR CRITERIA

In selecting candidates for director, the Board ~~considered,~~looks for individuals with strong personal attributes, diverse backgrounds and demonstrated expertise and success in ~~addition to their prior service~~one or more specific executive disciplines.



Executive disciplines
Finance and accounting

Financial services

International business operations

Leadership of a large, complex organization

Management development and succession planning

Public-company governance

Regulated industries and regulatory issues

Risk management and controls



Personal attributes
Ability to work collaboratively

Integrity

Judgment

Strength of conviction

Strong work ethic

Willingness to engage and provide active oversight

The Firm’s director criteria are also discussed in the Corporate Governance Principles document available on our website at jpmorganchase.com, under the heading Governance, which is under the About Us tab.

NOMINEES’ QUALIFICATIONS AND EXPERIENCE

Our Board ~~when it determined to nominate them.~~believes that these nominees provide our Firm with the combined skills, experience and personal qualities needed for an effective and engaged Board.

The specific experience and qualifications of each nominee are described in the following pages. Unless stated otherwise, all ~~of the~~ nominees have been continuously employed by their present employers for more than five years. The age indicated in each nominee’s biography is as of May ~~21, 2013~~,19, 2015, and all other biographical information is as of the date of this

proxy statement. ~~Our directors are involved in various charitable and community activities and we have listed a number~~



10 • JPMORGAN CHASE & CO. • 2015 PROXY STATEMENT

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Linda B. Bammann, 59



		Director since 2013 Public Responsibility Committee Risk Policy Committee Retired Deputy Head of Risk Management of JPMorgan Chase & Co.



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Experience with regulatory issues
	•	Extensive background in risk management
	•	Financial services experience

Linda B. Bammann was Deputy Head of Risk Management at JPMorgan Chase from July 2004 until her retirement in 2005. Previously she was Executive Vice President and Chief Risk Management Officer at Bank One Corporation (“Bank One”) from May 2001 to July 2004, and, before then, Senior Managing Director of Banc One Capital Markets, Inc. She was also a member of Bank One’s executive planning group. From 1992 to 2000 she was a Managing Director with UBS Warburg LLC and predecessor firms.

Ms. Bammann served as a director of The Federal Home Mortgage Corporation (“Freddie Mac”) from 2008 until 2013, during which time she was a member of its Compensation Committee. She also served as a member of Freddie Mac’s Audit Committee from 2008 until 2010 and as Chair of its Business and Risk Committee from 2010 until 2013. Ms. Bammann also served as a director of Manulife Financial Corporation from 2009 until 2012. Ms. Bammann was formerly a board member of the Risk Management Association and Chair of the Loan Syndications and Trading Association.

Through her experience on the boards of other public companies and her tenure with JPMorgan Chase and Bank One, Ms. Bammann has developed insight and wide-ranging experience in financial services and extensive expertise in risk management and regulatory issues.

Ms. Bammann graduated from Stanford University and received an M.A. degree in public policy from the University of Michigan.

James A. Bell, 66




~~James A. Bell, 64~~
Director since 2011 Audit Committee Retired Executive Vice President of The Boeing Company ~~aerospace~~


~~Director since 2011~~
DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Finance and accounting experience
	•	Leadership of complex, multi-disciplinary global organization
	•	Regulatory issues and regulated industry experience

~~Mr.~~James A. Bell was an Executive Vice President of The Boeing Company, ~~the world’s largest~~an aerospace company and manufacturer of commercial jetliners and military aircraft, from 2003 until his retirement in April 2012. He ~~had been~~was Corporate President from June 2008 until February 2012 and ~~was~~ Chief Financial Officer from November 2003 until February 2012.

Over a four-decade corporate career, Mr. Bell led global businesses in a highly regulated industry, oversaw successful strategic growth initiatives and developed expertise in finance, accounting, risk management and controls. While Chief Financial Officer, he oversaw two key Boeing ~~businesses,~~businesses: Boeing Capital Corporation, the company’s customer-financing subsidiary, and Boeing Shared Services, an 8,000-person, multi-billion dollar business unit that provides common internal services across Boeing’s global enterprise. ~~He is a director of Dow Chemical Company (since 2005).~~

~~Prior to~~Before being named Chief Financial Officer, ~~in 2003,~~ Mr. Bell ~~held the position of~~was Senior Vice President of Finance and Corporate ~~Controller from 2000 and~~Controller. In this position he served as the company’s principal interface with the board’s Audit Committee. He was Vice President of contracts and pricing for Boeing Space and Communications from 1996 to ~~2000. Before becoming Vice President at the operating group level in 1996, Mr. Bell~~2000, and before that served as director of business management of the Space Station Electric Power System at the Boeing Rocketdyne unit. ~~Mr. Bell began his career with Rockwell in 1972.~~

Mr. Bell ~~graduated California State University at Los Angeles with~~has been a ~~degree in accounting.~~director of Dow Chemical Company since 2005. He is a member of the ~~board~~Board of ~~directors of the Chicago Urban League and the Chicago Economic Club.~~Trustees at Rush University Medical Center.

Mr. Bell ~~has had global business and leadership experience overseeing business performance and strategic growth initiatives~~graduated from California State University at ~~Boeing. His finance and accounting expertise included experience with and direct involvement and supervision in the preparation~~Los Angeles.



JPMORGAN CHASE & CO. • 2015 PROXY STATEMENT • 11

Table of financial statements and risk management. As CFO, he was responsible for overall financial management of the company, its financial reporting and transparency, and for multiple corporate functions including Controller, Treasury, long-range planning and corporate and strategic development. In his position as Senior Vice President of Finance and Corporate Controller he served as the company’s principal interface with the board’s audit committee.Contents

Crandall C. Bowles, 67



		Director since 2006 Audit Committee Public Responsibility Committee (Chair) Chairman of The Springs Company




~~Crandall C. Bowles, 65~~
~~Chairman of Springs Industries, Inc., window fashions~~
~~Director since 2006~~DIRECTOR QUALIFICATION HIGHLIGHTS
	•	International business operations experience
	•	Management development, compensation and succession planning experience
	•	Risk management and audit experience

~~Ms.~~Crandall C. Bowles has been Chairman of The Springs Company, a privately owned investment company, since 2007. She also served as Chairman of Springs Industries, Inc., a manufacturer of window products for the home, ~~since~~from 1998 ~~and~~until June 2013 when the business was sold. She was a member of its board ~~since 1978. From 1998~~from 1978 until ~~2006, she~~June 2013 and was ~~also~~ Chief Executive Officer offrom 1998 until 2006. Prior to 2006, Springs Industries ~~Inc. Subsequent~~included bed, bath and home-furnishings business lines. These were merged with a Brazilian textile firm to ~~a spinoff and merger in 2006, she was Co-Chairman and Co-CEO of~~become Springs Global Participacoes S.A., a textile ~~home furnishings~~home-furnishings company based in Brazil, where Ms. Bowles served as Co-Chairman and Co-CEO from 2006 until her retirement in July 2007.

Ms. Bowles ishas been a director of Deere & Company ~~(since 1999 and previously from 1990 to 1994).~~since 1999. She ~~previously~~ served as a director of Sara Lee Corporation ~~(2008-2012)~~from 2008 to 2012 and of Wachovia Corporation ~~(1991–1996).~~



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~~Ms. Bowles graduated from Wellesley College~~and Duke Energy in ~~1969 and earned~~the 1990s. As an ~~MBA from Columbia University in 1973. She is a trustee of the Brookings Institution and is on the governing boards of the Packard Center at Johns Hopkins and The Wilderness Society.~~

~~Ms. Bowles has extensive experience managing large complex business organizations~~executive at Springs Industries ~~Inc.~~ and Springs Global Participacoes, ~~S.A. At those~~Ms. Bowles gained experience managing international business organizations. As a board member of large, global companies, ~~and through her current and prior service on other public company boards,~~ she has dealt with a wide range of issues including audit and financial reporting, risk management, and executive compensation ~~international business,~~ and ~~sales~~ succession planning.

Ms. Bowles is a Trustee of the Brookings Institution

and ~~marketing~~is on the governing boards of ~~consumer products~~the Packard Center for ALS Research at Johns Hopkins and ~~services. Her philanthropic activities give her valuable perspective on important societal~~The Wilderness Society.

Ms. Bowles graduated from Wellesley College and ~~economic issues relevant to the Firm’s business.~~received an M.B.A from Columbia University.

Stephen B. Burke, 56




~~Stephen B. Burke, 54~~
~~Chief Executive Officer of NBCUniversal, LLC and Executive Vice President of Comcast Corporation, television and entertainment~~
Director since 2004 and Director of Bank One Corporation from 2003 to 2004 Compensation & Management Development Committee Corporate Governance & Nominating Committee Chief Executive Officer of NBCUniversal, LLC



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Experience leading large, international, complex businesses in regulated industries
	•	Financial controls and reporting experience
	•	Management development, compensation and succession planning experience

~~Mr.~~Stephen B. Burke has been Chief Executive Officer of NBCUniversal, LLC, and ~~Executive Vice President of Comcast Corporation since January 2011. He had been Chief Operating Officer~~a senior executive of Comcast Corporation, one of the nation’s leading providers of entertainment, information and communication products and services, since January 2011. He was Chief Operating Officer of Comcast Corporation from 2004 until 2011, and ~~was~~ President of Comcast Cable Communications, Inc. from 1998 until January 2010.

Before joining Comcast, heMr. Burke served with The Walt Disney Company as President of ABC Broadcasting. ~~Mr. Burke~~He joined The Walt Disney Company in January 1986, ~~where he~~and helped to develop and found The Disney Store and ~~helped to~~ lead a comprehensive restructuring ~~effort~~ of Euro Disney S.A. ~~Mr. Burke is a director of Berkshire Hathaway Inc. (since 2009).~~

~~Mr. Burke graduated from Colgate University in 1980 and received an MBA from Harvard Business School in 1982. He is Chairman of The Children’s Hospital of Philadelphia.~~

Mr. Burke’s roles at Comcast, ABC, ~~Broadcasting,~~ and Euro Disney have given him broad exposure to the challenges associated with managing a large and diverse ~~business.~~businesses. In those roles he has dealt with a variety of issues including audit and financial reporting, risk management, executive compensation, sales and marketing, and technology and operations. ~~In addition,~~His tenure at Comcast and ABC ~~Broadcasting have provided~~gave him ~~with~~ experience working in regulated industries, and his work at Euro Disney ~~has given~~gave him a background in international ~~business experience.~~




	~~David M. Cote, 60~~
	~~Chairman and Chief Executive Officer of Honeywell International Inc., diversified technology and manufacturing~~
	~~Director since 2007~~

business.

Mr. Cote is Chairman and Chief Executive Officer of Honeywell International Inc., a diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; turbochargers; and specialty materials. He was elected President and Chief Executive Officer in February 2002, and was named Chairman of the Board in July 2002. Prior to joining Honeywell, he served as Chairman, President and Chief Executive Officer of TRW Inc., which he joined in 1999 after a 25 year career with General Electric. Mr. Cote isBurke has been a director of ~~Honeywell International~~Berkshire Hathaway Inc. ~~(since 2002).~~since 2009.

Mr. ~~Cote~~Burke graduated from ~~the~~Colgate University ~~of New Hampshire in 1976. In 2010, he was named by President Obama to serve on the bipartisan National Commission on Fiscal Responsibility~~ and ~~Reform. Mr. Cote was named co-chair of the U.S.-India CEO Forum by President Obama in 2009, and has served on the Forum since July 2005. Mr. Cote is a member of The~~received an M.B.A. from Harvard Business ~~Roundtable and serves on an advisory panel to Kohlberg Kravis Roberts & Co.~~School.



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At Honeywell and TRW, Mr. Cote gained experience dealing with a variety of issues relevant to the Firm’s business, including audit and financial reporting, risk management, executive compensation, sales and marketing of industrial and consumer goods and services, and technology matters. He also has extensive experience in international business issues and public policy matters. His record of public service further enhances his value to the Board.

James S. Crown, 61




~~James S. Crown, 59~~
~~President of Henry Crown and Company, diversified investments~~
Director since 2004 and Director of Bank One Corporation from 1991 to 2004 Risk Policy Committee (Chair) President of Henry Crown and Company



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Extensive risk management experience
	•	Management development, compensation and succession planning experience
	•	Significant financial markets experience

~~Mr.~~James S. Crown joined Henry Crown and Company, a privately owned investment company ~~which~~that invests in public and private securities, real estate and operating companies, in 1985 ~~as Vice President~~ and became President in 2002. Before joining Henry Crown and Company, Mr. Crown iswas a Vice President of Salomon Brothers Inc. Capital Markets Service Group.

Mr. Crown has been a director of General Dynamics Corporation ~~(since 1987).~~since 1987 and has served as its Lead Director since 2010. He ishas also been a director of JPMorgan Chase Bank, N.A., ~~a wholly-owned subsidiary of the Firm (since 2010). He previously~~since 2010. Mr. Crown served as a director of Sara Lee Corporation ~~(1998–2012).~~

~~Mr. Crown graduated~~ from Hampshire College in 1976 and received his law degree from Stanford University Law School in 1980. Following law school, Mr. Crown joined Salomon Brothers Inc. and became a vice president of the Capital Markets Service Group in 1983. In 1985 he joined his family’s investment firm. He is a Trustee of the University of Chicago Medical Center, the Museum of Science and Industry, The Aspen Institute, the University of Chicago, and the Chicago Symphony Orchestra. He is a member of the American Academy of Arts and Sciences.1998 to 2012.

Mr. Crown’s position with Henry Crown and Company and his service on other public company boards have given him exposure to many issues encountered by ~~the Firm’s~~our Board, including risk management, audit and financial reporting, investment management, ~~risk management,~~capital markets activity, and executive compensation. ~~His legal training gives him enhanced perspective on legal~~

Mr. Crown is a Trustee of the Aspen Institute, the Chicago Symphony Orchestra, the Museum of Science and ~~regulatory issues.~~Industry, the University of Chicago and the University of Chicago Medical Center. He is experienced in investment banking and capital markets matters through his prior work experience and subsequent responsibilities. The broad range of his philanthropic activities, in the Chicago area in particular, gives him important insight into the community concerns of onealso a member of the ~~Firm’s largest markets.~~American Academy of Arts and Sciences.

Mr. Crown graduated from Hampshire College and received a law degree from Stanford University Law School.

Timothy P. Flynn, 58



		Director since 2012 Public Responsibility Committee Risk Policy Committee Retired Chairman and Chief Executive Officer of KPMG




~~Timothy P. Flynn, 56~~
~~Retired Chairman of KPMG International, professional services~~
~~Director since May 2012~~DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Experience in financial services, accounting, auditing and controls
	•	Leadership of a complex, global business
	•	Risk management and regulatory experience

~~Mr.~~Timothy P. Flynn was Chairman of KPMG International, a global professional services organization that provides audit, tax and advisory services, from 2007 until his retirement in October 2011. ~~KPMG International is a professional services organization which provides audit, tax~~From 2005 until 2010 he served as Chairman and ~~advisory services in 152 countries. He was also Chairman (2005–2010) and~~from 2005 to 2008 as Chief Executive Officer ~~(2005–2008)~~ of KPMG LLP in the U.S. ~~and~~, the largest individual member firm of KPMG International. ~~Mr. Flynn is a director of Wal-Mart Stores, Inc. (since 2012).~~

Mr. Flynn held a number of key leadership positions throughout his 32 years at KMPG, providing him with perspective on the issues facing major companies and the evolving business environment. Additionally, he has extensive experience in financial services and risk management. Prior toBefore serving as Chairman and ~~Chief Executive Officer,~~CEO, Mr. Flynn ~~served, among other positions, as~~was Vice Chairman, Audit and Risk Advisory Services, with operating responsibility for the ~~audit practice, as well as the~~Audit, Risk Advisory and Financial Advisory Services practices.

Through his leadership positions at KPMG, Mr. Flynn ~~holds~~gained perspective on the evolving business and regulatory environment, experience with many of the issues facing complex, global companies, and expertise in financial services and risk management.

Mr. Flynn has been a ~~bachelors degree in accounting~~director of Wal-Mart Stores, Inc. since 2012 and of the Chubb Corporation since September 2013. He previously served as a Trustee of the Financial Accounting Standards Board, a member of the World Economic Forum’s International Business Council, and a founding member of The Prince of Wales’ International Integrated Reporting Committee.

Mr. Flynn graduated from The University of St. Thomas, St. Paul, Minnesota and is a member of their Board of Trustees. He has previously served as a trustee of the Financial Accounting Standards Board, a member of the World Economic Forum’s International Business Counsel, and a founding member of The Prince of Wales’ International Integrated Reporting Committee.

~~Mr. Flynn combines leadership and business experience in a global setting with experience in accounting, auditing, financial services, risk management and regulatory affairs.~~

Laban P. Jackson, Jr., 72




~~Ellen V. Futter, 63~~
~~President and Trustee of the American Museum of Natural History~~
~~Director since 2001 and Director of J.P. Morgan & Co. Incorporated from 1997 to 2000~~

Ms. Futter became President of the American Museum of Natural History in 1993, prior to which she had been President of Barnard College since 1981. The Museum is one of the world’s preeminent scientific, educational and cultural institutions. Her career began at Milbank, Tweed, Hadley & McCloy where she practiced corporate law. Ms. Futter is a director of Consolidated Edison, Inc. (since 1997) and was previously a director of American International Group Inc. (1999–2008) and Viacom (2006–2007). She was a director of the Federal Reserve Bank of New York (1988–1993) and served as its Chairman (1992–1993).

Ms. Futter graduated from Barnard College in 1971 and earned a law degree from Columbia Law School in 1974. She is a member of the Board of Overseers and Managers of Memorial Sloan-Kettering Cancer Center, a Fellow of the American Academy of Arts and Sciences and a member of the Council on Foreign Relations. Ms. Futter is also a trustee of the Brookings Institution, and a director of The American Ditchley Foundation and NYC & Company.

Ms. Futter has managed large educational and not-for-profit organizations, Barnard College and the American Museum of Natural History, and in that capacity, she has dealt with many complex organizational issues. Such work and her service on public company boards and the board of the Federal Reserve Bank of New York have given her experience with regulated enterprises, in particular the financial services industry, and with risk management, executive compensation, and audit and financial reporting. In her role at the Federal Reserve Bank of New York she also acquired valuable experience dealing with government officials and agencies. Her years of practicing corporate law give her enhanced perspective on legal and regulatory issues. Her extensive experience with philanthropic organizations provides her with insights that are relevant to the Firm’s corporate responsibility initiatives.



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	~~Laban P. Jackson, Jr., 70~~
	~~Chairman and Chief Executive Officer of Clear Creek Properties, Inc., real estate development~~
	Director since 2004 and Director of Bank One Corporation from 1993 to 2004 Audit Committee (Chair) Chairman and Chief Executive Officer of Clear Creek Properties, Inc.



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Experience in financial controls and reporting and risk management
	•	Extensive regulatory background
	•	Management development, compensation and succession planning experience

~~Mr.~~Laban P. Jackson, Jr. has been Chairman and Chief Executive Officer of Clear Creek Properties, Inc., a real estate development company, since 1989. He ishas been a director of J.P. Morgan Securities plc and of JPMorgan Chase Bank, N.A.~~, wholly-owned subsidiaries of the Firm (since 2010). He previously served as director of The Home Depot (2004–2008).~~ since 2010.

Mr. Jackson ~~graduated from the United States Military Academy in 1965. He was a director of the Federal Reserve Bank of Cleveland (1987–1992). Mr. Jackson is also a director of Markey Cancer Foundation.~~

~~Mr. Jackson has founded and managed businesses and is an experienced entrepreneur and manager. In that capacity, and through his current and prior service on other public company boards, he~~ has dealt with a wide range of issues that are important to the Firm’s business, including audit and financial reporting, risk management, and executive compensation ~~marketing~~ and ~~product development. His service on~~succession planning. Mr. Jackson generally meets at least annually with the ~~board~~Firm’s principal regulators in the major jurisdictions in which we operate.

Mr. Jackson served as a director of The Home Depot from 2004 to 2008 and a director of the Federal Reserve Bank of Cleveland ~~has given him experience dealing with government officials and agencies and further experience in financial services.~~

~~Mr. Jackson~~from 1987 to 1992. He is a member of the Audit Committee Leadership Network, ~~(“ACLN”),~~ a group of audit committee chairs from some of North America’s leading companies that is committed to improving the performance of audit committees and ~~helping to enhance~~strengthening trust in the financial markets. He is also an emeritus Trustee of the Markey Cancer Foundation.

Mr. Jackson’s service on the board of the Federal Reserve Bank of Cleveland and on other public and private company boards has given him experience in financial services, audit, government relations and regulatory issues.

Mr. Jackson is a graduate of the United States Military Academy.

Michael A. Neal, 62



		Director since 2014 Risk Policy Committee Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Extensive background in financial services
	•	Leadership of large, complex, international businesses in a regulated industry
	•	Risk management and operations experience

Michael A. Neal was Vice Chairman of General Electric Company, a global industrial and financial services company, until his retirement in December 2013 and was Chairman and Chief Executive Officer of GE Capital from 2007 until June 2013. During his career at General Electric, Mr. Neal held several senior operating positions, including President and Chief Operating Officer of GE Capital and Chief Executive Officer of GE Commercial Finance prior to being appointed Chairman and Chief Executive Officer of GE Capital.

Mr. Neal has extensive experience managing large, complex businesses in regulated industries around the world. During his career with General Electric and GE Capital, Mr. Neal oversaw the provision of financial services and products to consumers and businesses of all sizes in North America, South America, Europe, Australia and Asia. His professional experience has provided him with insight and expertise in risk management, strategic planning and operations, finance and financial reporting, government and regulatory relations, and management development and succession planning.

Mr. Neal graduated from the Georgia Institute of Technology. He serves on the advisory boards of Georgia Tech’s Sam Nunn School of International Affairs, and the Carey Business School at Johns Hopkins, where Mr. Neal is also the executive in residence and senior advisor to the Dean. Mr. Neal is also a trustee of Georgia Tech’s GT Foundation.

Lee R. Raymond, 76 (Lead Independent Director)




~~Lee R. Raymond, 74~~
~~Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation, oil and gas~~
Director since 2001 and Director of J.P. Morgan & Co. Incorporated from 1987 to 2000 Compensation & Management Development Committee (Chair) Corporate Governance & Nominating Committee Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Extensive background in public company governance and international business
	•	Leadership in regulated industries and regulatory issues
	•	Management development, compensation and succession planning experience

~~Mr.~~Lee R. Raymond was Chairman of the Board and Chief Executive Officer of ExxonMobil, the world’s largest publicly traded international oil and gas company, from 1999 until he retired in December 2005. ExxonMobil’s principal business is energy, involving exploration for and production of crude oil and natural gas, manufacture of petroleum and petrochemical products, and transportation and sale of crude oil, natural gas, petroleum and petrochemical products. He ~~had been~~was Chairman of the Board and Chief Executive Officer of Exxon Corporation from 1993 until its merger with Mobil Oil Corporation in 1999 ~~having begun his career in 1963 with Exxon. He~~and was a director of Exxon and Exxon Mobil Corporation ~~(1984–2005).~~

from 1984 to 2005. Mr. Raymond ~~graduated from the University of Wisconsin~~began his career in 1960 and received a Ph.D. from the University of Minnesota in Chemical Engineering in 1963. He is a director of the Business Council for International Understanding, a Trustee of the Wisconsin Alumni Research Foundation, a Trustee of the Mayo Clinic, a member of the Innovations in Medicine Leadership Council of UT Southwestern Medical Center, a member of the National Academy of Engineering and a member and past Chairman of the National Petroleum Council.1963 at Exxon.

During his ~~long~~ tenure at ~~Exxon Mobil~~ExxonMobil and its predecessors, Mr. Raymond gained ~~important~~ experience in all aspects of business management, including audit and financial reporting, risk management, executive compensation, marketing, and operating in a regulated industry. He also has extensive international business experience.

Mr. Raymond is a member of the Council on Foreign Relations, an emeritus Trustee of the Mayo Clinic, a member of the National Academy of Engineering and a member and past Chairman of the National Petroleum Council.

Mr. Raymond graduated from the University of Wisconsin and received a Ph.D. in Chemical Engineering from the University of Minnesota.

William C. Weldon, 66



		Director since 2005 Compensation & Management Development Committee Corporate Governance & Nominating Committee (Chair) Retired Chairman and Chief Executive Officer of Johnson & Johnson




~~William C. Weldon, 64~~
~~Retired Chairman and Chief Executive Officer of Johnson & Johnson, health care products~~
~~Director since 2005~~DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Extensive background in public company governance and international business
	•	Leadership of complex, global organization in a regulated industry
	•	Management development, compensation and succession planning experience

~~Mr.~~William C. Weldon was Chairman and Chief Executive Officer of Johnson & Johnson, a global healthcare products company, from ~~2002. He retired~~2002 until his retirement as Chief Executive Officer in April 2012 and as Chairman in December 2012. He served as Vice Chairman from 2001 and Worldwide Chairman, Pharmaceuticals Group from 1998 until 2001.

At Johnson & Johnson, ~~is engaged worldwide~~Mr. Weldon held a succession of executive positions that gave him expertise in ~~the research~~consumer sales and ~~development, manufacture~~marketing, international business operations, financial reporting and sale of a broad range of products in the health care field. The company conducts business in virtually all countries of the world with the primary focus on products related to human health and well-being.regulatory matters.

Mr. Weldon ~~served in~~has been a ~~number~~director of ~~other senior executive positions~~CVS Health Corporation since ~~joining Johnson & Johnson in 1971. In 1982 he was named manager, ICOM Regional Development Center in Southeast Asia.~~March 2013, of The Chubb Corporation since April 2013, and of Exxon Mobil Corporation since May 2013. Mr. Weldon ~~was appointed executive vice president~~has been a director and ~~managing director~~Chairman of ~~Korea McNeil, Ltd., in 1984 and managing director~~the Board of Ortho-Cilag Pharmaceutical, Ltd., in the U.K. in 1986. In 1989, he was named vice president of sales and marketing at Janssen Pharmaceutica in the U.S., and in 1992 he was appointed president of Ethicon Endo-Surgery. Mr. WeldonJPMorgan Chase Bank, N.A. since July 2013. He was a director of Johnson & Johnson ~~(2002~~from 2002 until December ~~2012).~~2012.

Mr. Weldon is a member of various nonprofit organizations.

Mr. Weldon graduated from Quinnipiac University ~~in 1971. Mr. Weldon~~and is a member of the CEO Roundtable on Cancer, a director of the US-China Business Council, a member of the Healthcare Leadership Council, and a member of the Sullivan Commission on Diversity in the Health Professions Workforce. Mr. Weldon also serves on the Liberty Science Center Chairman’s Advisory Council and as a member of theschool’s Board of ~~Trustees~~Trustees.

We have robust policies and procedures for ~~Quinnipiac University. He previously served as Chairman~~the direction and management of ~~the Pharmaceutical Research and Manufacturers of America.~~

Mr. Weldon has experience managing a large complex organization at Johnson & Johnson, where he has dealt with such issues as audit and financial reporting, risk management, and executive compensation. Through his role at various Johnson & Johnson entities, he has had extensive exposureour Firm. Our commitment to ~~international business management and~~good corporate governance is integral to operating in a regulated industry, and he has gained expertise in sales and marketing to consumers. His extensive record of charitable involvement and public service also brings an important perspective to his role on the Board.

our business. Our key governance practices are described below.

PRINCIPLES

~~Corporate governance~~

~~Introduction~~

~~Governance is a continuing focus at JPMorgan Chase, starting with the~~In performing its role, our Board of Directors ~~and extending throughout the Firm. In this section we describe some of~~is guided by our ~~key governance practices.~~

Corporate Governance Principles which establish a framework for the governance of the Board —and the management of our Firm. The principles were adopted by the Board ~~of Directors first adopted Corporate Governance Principles in 1997,~~ and ~~has revised them periodically since then to~~ reflect ~~evolving best practices and~~ regulatory requirements and broadly recognized governance practices, including the New York Stock Exchange (“NYSE”) corporate governance listing standards. They are reviewed periodically and updated as appropriate. The ~~Corporate~~full text can be found on our website at jpmorganchase.com, under the heading Governance, ~~Principles establish a framework for~~which is under the ~~governance of the Firm.~~About Us tab (http://www.jpmorganchase.com/corporate/About-JPMC/corporate-governance-principles.htm).

~~Board leadership structure~~ —

BOARD STRUCTURE AND RESPONSIBILITIES

The Board of Directors is responsible for the oversight of management on behalf of ~~the~~our Firm’s shareholders. The Board ~~accomplishes this function acting directly~~ and ~~through~~ its ~~committees. Directors discharge their duties at Board~~committees meet periodically throughout the year to (i) review strategy, business and ~~committee meetings~~financial performance, risk and ~~also through telephone contact~~control matters, compensation and ~~other communications with~~management development, and public responsibility matters; and (ii) provide guidance to and oversight of, and otherwise assess and advise, the ~~Chairman and~~ Chief Executive Officer (“CEO”)~~, management~~ and ~~others regarding matters of concern and interest to the Firm. Specific elements of our Board~~other senior executives.

The Board’s leadership structure, described below, is designed to promote Board effectiveness and to ensure that authority and responsibility are ~~outlined in Appendix A and include:~~

~~Chairman of~~effectively allocated between the Board ~~— The Firm’s Board of Directors has no established policy on whether or not to have a non-executive chairman~~ and ~~believes that it should make that judgment based on circumstances and experience.~~management. The Board ~~has determined that the most effective~~considers its leadership ~~model~~structure frequently as part of its succession planning process for ~~the Firm currently is that Mr. Dimon serves~~senior management. The Board formally reviews its leadership structure not less than annually as ~~both Chairman and Chief Executive Officer, and that the independent directors annually appoint an independent director to serve as the Presiding Director.~~ part of its self-evaluation process.

The Board believes it is ~~functioning effectively under~~important to retain flexibility to determine the best leadership structure for any particular set of circumstances and personnel. These decisions should not be mechanical; they should be

contextual and based on the particular composition of the Board, the particular CEO and the needs and opportunities of the Firm as they change over time.

Factors the Board may consider as part of its ~~current~~review of its leadership structure include:

A review of the respective responsibilities for the positions of Chairman, Lead Independent Director and CEO

Evaluation of the policies and practices in place to provide independent Board oversight of management (including Board oversight of CEO performance and compensation; executive sessions of the independent directors; Board agendas and meeting materials; and Board self-evaluation)

The people currently in the leadership roles

The Firm’s circumstances at the time

The potential impact of particular leadership structures on the Firm’s performance

The Firm’s ability to attract and retain qualified individuals for the Board leadership positions

The views of our shareholders

Practices at other companies

Legislative and regulatory developments regarding board leadership structures

Trends in corporate governance, including academic studies on board leadership structures and the impact of leadership structures on shareholder value

Such other factors as the Board may determine

The Board also believes that the Firm should engage in a dialogue with shareholders and other interested parties about the Chairman and CEO roles at public companies. As part of this effort, in 2014 we hosted a panel discussion with participants representing a variety of views, including shareholders, governance specialists, academics and representatives from peer companies. Many expressed the opinion that there is no “one size fits all” solution and that boards’ fiduciary responsibility is best met by retaining the ~~current~~flexibility to choose the most effective leadership structure ~~provides appropriate oversight protections. The Board does not believe~~for a particular set of facts.

Standard, broad-based severance

Mr. ~~Pinto has terms of employment set out in an agreement that reflects applicable U.K. standards.~~

Dimon, Ms. Erdoes and ~~Messrs. Dimon, Braunstein and~~Mr. Zames are covered under the Firm’s broad-based U.S. Severance Pay Plan. Benefits under the Severance Pay Plan are based on an employee’s base salary and length of service on termination of ~~employment, and employees~~employment. Employees remain eligible for coverage at active employee rates under certain of the Firm’s employee welfare plans (such as medical and dental) for up to six months after their employment terminates. Ms. Lake and Mr. Pinto isare covered under the Firm’s U.K. ~~discretionary redundancy policy~~Discretionary Redundancy Policy, which provides for a lump sum payment on termination based on base salary and length of service and subject to a cap of ~~£275,000 and length of service.~~£275,000. In addition, in the event of termination by the Firm for reasons other than cause, ~~executives~~employees may be considered, at the discretion of the Firm, for a cash payment in lieu of an annual incentive compensation award, taking into consideration all circumstances the Firm deems relevant, including the circumstances of the ~~executive’s~~employee’s leaving and the ~~executive’s~~employee’s contributions to the Firm over his or her career. Severance benefits and any such discretionary payment are subject to execution of a release in favor of the Firm and certain post-termination employment and other restrictions that remain in effect for at least one year after termination.

The table on the following ~~table describes and quantifies~~page sets forth the benefits and compensation to which the Named Executive Officers would have ~~been entitled under existing plans and arrangements~~received if their employment had terminated on December 31, ~~2012, based on their compensation and service on that date.~~2014. The amounts shown in the table do not include other payments and benefits available generally to salaried employees upon termination of employment, such as accrued vacation pay, distributions from the 401(k) Savings Plan, pension and deferred compensation plans, or any death, disability or post-retirement welfare benefits available under broad-based employee plans. For information on the pension and deferred compensation plans, see ~~Table V, 2012~~“Table V: 2014 Pension ~~benefits~~benefits” on page 62 of this proxy statement and ~~Table VI, 2012~~“Table VI: 2014 Non-qualified deferred ~~compensation.~~compensation” on page 63 of this proxy statement. Such tables also do not show the value of vested stock options and SARs, which are listed ~~on Table III,~~In “Table III: Outstanding equity awards at fiscal year-end ~~2012.~~2014” on page 60 of this proxy statement.

NEOs are not entitled to any additional equity awards in connection with a potential termination. Rather, under certain termination scenarios including disability, death, termination without cause, or resignation (if career eligible), NEOs’ outstanding equity continues to vest in accordance with its terms (or accelerates in the event of death). The following table shows the value of these unvested RSUs and stock options and SARs ~~that would vest on the executive’s termination of employment or continue to vest following termination,~~ based on the closing price of our common stock on December 31, ~~2012. (On a per share basis, for RSUs this is the closing price of the underlying share on that date, regardless of the remaining vesting period, and for~~2014 (for stock options and SARs it is the closing price of our common stock price on December 31, ~~2012~~2014, minus the applicable exercise price of the options and ~~SARs.)~~SARs).

Our share retention policies require share ownership for directors and executive officers, as described on pages 25 and 53, respectively, of this proxy statement.

The following table shows the number of shares of common stock and common stock equivalents beneficially owned as of February 28, 2015, including shares that could have been acquired within 60 days of that date through the exercise of stock options or SARs, together with additional underlying stock units as described in Note 2 to the table, by each director, the current executive officers named in the Summary

Compensation Table, and all directors and executive officers as a group. Unless otherwise indicated, each individual and member of the group has sole voting power and sole investment power with respect to shares owned. The number of shares beneficially owned, as defined by Rule 13d-3 under the Securities Exchange Act of 1934 — as of February 28, 2015, by all directors and executive officers as a group and by each director and named executive officer individually — is less than 1% of our outstanding common stock.

~~Section 16(a) beneficial ownership reporting compliance~~

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors and executive officers filed reports with the SEC indicating the number of shares of any class of our equity securities they owned when they became a director or executive officer and, after that, any changes in their ownership of our equity securities. They must also provide us with copies of these reports. These reports are required by Section 16(a) of the Securities Exchange Act of 1934. We have reviewed the copies of the reports that we have received and written representations from the individuals required to file the reports. Based on this review, we believe that during ~~2012~~2014 each of our directors and executive officers has complied with applicable reporting requirements for transactions in our equity ~~securities, except for a late filing due to administrative error to report shares acquired from exercise of SARs by Mr. John L. Donnelly.~~securities.

~~Policies and procedures for approval of related persons transactions~~

POLICIES AND PROCEDURES FOR APPROVAL OF RELATED PERSONS TRANSACTIONS

The Firm has adopted a written Transactions with Related Persons Policy ~~(the “Policy”~~(“Policy”), which sets forth the Firm’s policies and procedures for reviewing and approving transactions with related persons –— basically its directors, executive officers, 5% shareholders, and their immediate family members. The transactions covered by the Policy include any financial transaction, arrangement or relationship in which the Firm is a participant, the related person has or will have a direct or indirect material interest, and the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year.

After becoming aware of any transaction which may be subject to the Policy, the related person is required to report all relevant facts with respect to the transaction to the General Counsel of the Firm. Upon determination by the General Counsel that a transaction requires review under the Policy, the material facts respecting the transaction and the related person’s interest in the transaction are provided, in the case of directors, to the Governance Committee and, in the case of executive officers and 5% shareholders, to the Audit Committee.

The transaction is then reviewed by the disinterested members of the applicable committee, which then determines whether approval or ratification of the transaction shall be granted. In reviewing a transaction, the applicable committee considers facts and circumstances ~~which~~that it ~~considers~~deems relevant to its determination. Material facts may include management’s assessment of the commercial reasonableness of the ~~transaction,~~transaction; the materiality of the related person’s direct or indirect interest in the ~~transaction,~~transaction; whether the transaction may involve an actual, or the appearance of, a conflict of interest, and, if the transaction involves a director, the impact of the transaction on the director’s independence.

Certain types of transactions are pre-approved in accordance with the terms of the Policy. These include transactions in the ordinary course of business involving financial products and services provided by, or to, the Firm, including loans, provided such transactions are in compliance with the Sarbanes-Oxley Act of 2002, Federal Reserve Board Regulation O and other applicable laws and regulations.

TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS AND 5% SHAREHOLDERS

Our directors and executive officers, and some of their immediate family members and affiliated entities, and BlackRock and Vanguard, beneficial ~~owner~~owners of more than 5% of our outstanding common stock, were customers of, or had transactions with, JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during ~~2012.~~2014. Additional transactions may be expected to take place in the future. Any outstanding loans to directors, executive officers, and their immediate family members and affiliated entities, and to BlackRock and Vanguard, and any transactions involving other financial products and services, ~~provided by the Firm~~ such as banking, brokerage, investment, investment banking, and financial advisory products and services, provided by the Firm to such persons and entities were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons and entities not related to the Firm, and did not involve more than the normal risk of collectibility or present other unfavorable features.

The fiduciary committees for the JPMorgan Chase Retirement Plan and the JPMorgan Chase 401(k) Savings Plan (each a “Plan”) entered into an Investment Management Agreement with BlackRock giving them discretionary authority to manage certain assets on behalf of each Plan. Pursuant to this agreement, fees of ~~$4.4~~$6.8 million were paid by the Plans to BlackRock for ~~2012.~~

2014.



~~JPMorgan Chase & Co./ 2013 Proxy Statement~~	37

~~Table of Contents~~

~~In 2002, certain senior executives of Bank One Corporation were given an opportunity~~J.P. Morgan Private Investments Inc., in its capacity as investment adviser to ~~invest on an unleveraged, after-tax basis in~~ a ~~limited liability company that invested in~~private fund, engaged BlackRock as sub-advisor to the private ~~equity investments made~~fund, and paid BlackRock $3.1 million for such sub-advisory services in 2014. The fund has returned all of its capital to investors and is currently in liquidation. The services provided by ~~One Equity Partners (“OEP”), a subsidiary of Bank One. Similarly,~~BlackRock were terminated in 2005 and again in 2007, approximately 3,000 JPMorgan Chase employees were given an opportunity to invest on an unleveraged, after-tax basis in limited partnerships that invest in the private equity investments made by OEP, a subsidiary of the Firm.

Mr. Dimon (then CEO) was not permitted to participate in the 2002 Bank One offering. Mr. Dimon and Mr. Michael J. Cavanagh (then CFO) were not permitted to participate in the 2005 offering, and Messrs. Dimon, Cavanagh and Cutler (General Counsel) were not permitted to participate in the 2007 offering. All of the Firm’s other senior executives were given this investment opportunity.

All investments made by such partnerships are made over a multi-year period on a pro rata basis with all private equity investments made by OEP, in the same class of securities and on substantially the same terms and conditions. Accordingly, such partnerships exercise no discretion over whether or not to participate in or dispose of any particular investment. Distributions, consisting of return of capital and realized gain, to the Firm’s executive officers and persons who were executive officers during 2012 who invested in such partnerships, that exceeded $120,000 in 2012 were: Frank J. Bisignano: $133,097; Jay P. Mandelbaum: $165,849; and Barry L. Zubrow: $292,292.late 2014.

Certain ~~directors~~J.P. Morgan mutual funds (the “Funds”) and ~~executive officers have family members who are~~JPMorgan Investment Management (“JPMIM”) entered into a sub-transfer agency agreement with Vanguard under which the Funds and JPMIM paid Vanguard for services rendered, primarily accounting, recordkeeping and administrative services. Pursuant to this agreement, fees of $0.4 million were paid to Vanguard for 2014.

Mr. Dimon’s father has been employed by the Firm as a broker since 2009, and for 2014 received compensation of $505,324, including annual salary and commissions. He does not share a household with Mr. Dimon and is not an executive officer of the ~~family members are provided~~Firm. The Firm provides compensation and benefits to Mr. Dimon’s father in accordance with the Firm’s employment and compensation practices applicable to employees holding comparable positions. These family members do not share a household with the related director or executive officer and are not executive officers of the Firm. The father of Mr. Dimon has been employed by the Firm as a broker since 2009, and for 2012 received compensation of $1,599,616, including annual salary, commissions, and an equity award. A sibling of Mr. Braunstein has been employed by the Firm since 2002, currently as an equity research analyst, and for 2012 received compensation of $1,650,000, including annual salary and incentive awards, part of which was received in the form of equity.

~~Compensation & Management Development Committee interlocks and insider participation~~

COMPENSATION & MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation & Management Development Committee are listed aton page 2957. of this proxy statement. No member of the ~~Compensation Committee~~CMDC is or ever was a JPMorgan Chase officer or employee. No JPMorgan Chase executive officer is, or was during ~~2012,~~2014, a member of the board of directors or compensation committee (or other committee serving an equivalent function) of another company that has, or had during ~~2012,~~2014, an executive officer serving as a member of our Board or ~~Compensation Committee.~~CMDC. All of the members of the ~~Compensation Committee, and~~CMDC, and/or some of their immediate family members and affiliated entities, were customers of or had transactions with JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during ~~2012.~~2014. Additional transactions may be expected to take place in the future. Any outstanding loans to the directors and their immediate family members and affiliated entities, and any transactions involving other financial products and services, ~~provided by the Firm~~ such as banking, brokerage, investment, investment banking and financial advisory products and services, provided by the Firm to such persons and entities were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons and entities not related to the Firm, and did not involve more than the normal risk of collectibility or present other unfavorable features.

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Firm’s independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorgan Chase and its subsidiaries for the year ending December 31, 2015.



	RECOMMENDATION: Vote FOR ratification of PwC
	RECOMMENDATION: Vote FOR ratification of PwC

EXECUTIVE SUMMARY

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Firm’s independent registered public accounting firm. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Firm’s independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorgan Chase and its subsidiaries for the year ending December 31, 2015. A resolution will be presented at the meeting to ratify PwC’s appointment. If the shareholders do not ratify the appointment of PwC, the Audit Committee will consider other independent registered public accounting firms.

In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years of service an individual partner may provide audit service to our Firm. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. In connection with this mandated rotation, the Audit Committee is directly involved in the selection of any new lead engagement partner. The current lead PwC engagement partner was designated commencing with the 2011 audit and is expected to serve in that capacity through the end of the 2015 audit.

For the reasons stated in the Audit Committee report included in this proxy statement on pages 72-73, the members of the Audit Committee and the Board believe that continued retention of PwC as the Firm’s independent external auditor is in the best interests of JPMorgan Chase and its shareholders.

A member of PwC will be present at the annual meeting, and will have the opportunity to make a statement and respond to appropriate questions by shareholders.



	The Board of Directors recommends that shareholders vote FOR ratification of PwC as the Firm’s independent registered public accounting firm for 2015.

FEES PAID TO PRICEWATERHOUSECOOPERS LLP

The Audit Committee is responsible for the audit fee negotiations associated with the Firm’s retention of PwC. Aggregate fees for professional services rendered by PwC for JPMorgan Chase with respect to the years ended December 31, 2014 and 2013, were:



($ in millions)	2014		2013
Audit	$	60.3	$	60.4
Audit-related	21.8		23.6
Tax	8.8		10.1
All other	—		—
Total	$	90.9	$	94.1

Excluded from 2014 and 2013 amounts are audit, audit-related and tax fees totaling $23.3 million and $28.2 million, respectively, paid to PwC by private equity funds, commingled trust funds and special purpose vehicles that are managed or advised by subsidiaries of JPMorgan Chase but are not consolidated with the Firm.

Audit fees

Audit fees for the years ended December 31, 2014 and 2013, were $41.5 million and $40.8 million, respectively, for the annual audit and quarterly reviews of the Consolidated Financial Statements and for the annual audit of the Firm’s internal control over financial reporting, and $18.8 million and $19.6 million, respectively, for services related to statutory/subsidiary audits, attestation reports required by statute or regulation, and comfort letters and consents related to SEC filings and other similar filings with international authorities.

Audit-related fees

Audit-related fees comprised assurance and related services that are traditionally performed by the independent registered public accounting firm. These services include attestation and agreed-upon procedures which address accounting, reporting and control matters that are not required by statute or regulation. These services are normally provided in connection with the recurring audit engagement.

Tax fees

Tax fees for 2014 and 2013 were $1.8 million and $2.9 million, respectively, for tax compliance and tax return preparation services, and $7.0 million and $7.2 million, respectively, for other tax services.

AUDIT COMMITTEE APPROVAL POLICIES

AND PROCEDURES

It is JPMorgan Chase’s policy not to use PwC’s services other than for audit, audit-related and tax services.

All services performed by PwC in 2014 and 2013 were approved by the Audit Committee. The Audit Committee has adopted pre-approval procedures for services provided by PwC. These procedures, which are reviewed and ratified annually, require that the terms and fees for the annual audit service engagement be approved by the Audit Committee. For audit, audit-related and tax services, the Audit Committee has pre-approved a list of specified services and a budget for fees related to such services. All requests for PwC audit, audit-related and tax services must be submitted to the Firm’s Corporate Controller to determine if such services are included within the list of services that have received Audit Committee pre-approval. All requests for audit, audit-related and tax services that have not been pre-approved by the Audit Committee and all fee amounts in excess of pre-approved budgeted fee amounts must be specifically approved by the Audit Committee. In addition, all requests for audit, audit-related and tax services in excess of $250,000, irrespective of whether they are on the pre-approved list, require specific approval by the Chairman of the Audit Committee. JPMorgan Chase’s pre-approval policy does not provide for a de minimis exception under which the requirement for pre-approval may be waived.

Three non-management directors comprise the Audit Committee of the Board of Directors of JPMorgan Chase. The Board has determined that each member of our ~~Committee~~committee has no material relationship with the Firm under the Board’s director independence standards and that each is independent under the listing standards of the New York Stock Exchange (“NYSE”), where the Firm’s securities are listed, and under the U.S. Securities and Exchange Commission’s (“SEC”) standards relating to the independence of audit committees. The Board has also determined that each member is financially literate and is an audit committee financial expert as defined by the SEC.

The Audit Committee operates under a written charter adopted by the ~~Board.~~Board, which is available on our website at jpmorganchase.com under the heading “Audit Committee” (located under Board Committees, located under the Governance section of the About Us tab). We annually review our written charter and our practices. We have determined that our charter and practices are consistent with the listing standards of the ~~New York Stock Exchange~~NYSE and the provisions of the Sarbanes-Oxley Act of 2002. The purpose of the Audit Committee is to assist Board oversight of:

the independent registered public accounting firm’s qualifications and independence

the performance of the internal audit function and that of the independent registered public accounting firm, and

management’s responsibilities to assure that there is in place an effective system of controls reasonably designed to safeguard the assets and income of the Firm; assure the integrity of the Firm’s financial statements; and maintain compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations

We discussed with PricewaterhouseCoopers LLP (“PwC”) the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16 (Communications with Audit Committees), including PwC’s overall audit scope and audit approach as set forth in the terms of their engagement letter; PwC’s overall audit strategy for significant audit risks identified by them; and the nature and extent of the specialized skills necessary to

perform the planned audit. We have established procedures to receive and track the handling of complaints regarding accounting, internal control and auditing matters. In addition, we monitor the audit, audit-related and tax services provided by PwC.

Details of the fees paid to PwC in respect of its services, as well as the Audit Committee’s “pre-approval policy” regarding PwC’s fees, can be found on pages 70-71 of this proxy statement.

The Audit Committee annually reviews PwC’s independence and performance in connection with the determination to retain PwC. In conducting our review we considered, among other things:

PwC’s historical and recent performance on the Firm’s audit, including the extent and quality of PwC’s communications with the Audit Committee

an analysis of PwC’s known legal risks and significant proceedings

data relating to audit quality and performance, including recent PCAOB reports on PwC and its global network of firms

the appropriateness of PwC’s fees, both on an absolute basis and as compared with its peer firms

PwC’s tenure as the Firm’s independent auditor and its depth of understanding of the Firm’s global businesses, accounting policies and practices, including the potential effect on the financial statements of the major risks and exposures facing the Firm, and internal control over financial reporting

PwC’s exhibited professional skepticism and objectivity, including the fresh perspectives brought through the periodic required rotation of the lead audit partner, quality review partner and other engagement team partners

PwC’s capability and expertise in handling the breadth and complexity of the Firm’s worldwide operations, including the expertise and capability of PwC’s lead audit partner for the Firm, and

the advisability and potential impact of selecting a different independent public accounting firm

PwC provided us the written disclosures and the letter required by PCAOB’s Ethics and Independence Rule

3526 (Communications with Audit Committees Concerning Independence), and we discussed and confirmed with PwC their independence. As a result of this evaluation, we believe that PwC has the ability to provide the necessary expertise to audit the Firm’s businesses on a global basis, and we approved the appointment of PwC as JPMorgan Chase’s independent registered public accounting firm for 2015, subject to shareholder ratification.

Management is responsible for the Firm’s internal control over financial reporting, the financial reporting process and ~~the Firm’s~~JPMorgan Chase’s Consolidated Financial Statements. ~~PricewaterhouseCoopers LLP (“PwC”), the Firm’s independent registered public accounting firm,~~PwC is responsible for performing an independent audit of JPMorgan Chase’s Consolidated Financial Statements and of the effectiveness of internal control over financial reporting in accordance with auditing standards promulgated by the ~~Public Company Accounting Oversight Board (“PCAOB”).~~PCAOB. The Firm’s Internal Audit Department, under the direction of the General Auditor, reports directly to the Audit Committee (and administratively to the CEO) and is responsible for preparing an annual audit plan and conducting internal audits intended to evaluate the Firm’s internal control structure and compliance with applicable regulatory requirements. The members of the Audit Committee are not professionally engaged in the practice of accounting or auditing; as noted above, the Audit Committee’s responsibility is to monitor and oversee these processes.

~~In this context, we met~~We regularly meet and ~~held~~hold discussions with ~~each of~~ the Firm’s management, ~~and~~ internal auditors and with ~~PwC.~~PwC, as well as private sessions with the General Auditor and with PwC without members of management present. Management represented to us that JPMorgan Chase’s Consolidated Financial Statements were prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S. GAAP”). We reviewed and discussed ~~the Firm’s~~JPMorgan Chase’s Consolidated Financial Statements with management, the General Auditor and PwC. We also discussed with PwC the ~~matters required to be discussed by PCAOB AU Section 380 (Communication with Audit Committees).~~

~~PwC provided us~~quality of the ~~written disclosures~~Firm’s accounting principles, the reasonableness of critical accounting estimates and judgments, and the ~~letter required~~disclosures in JPMorgan Chase’s Consolidated Financial Statements, including disclosures relating to significant accounting policies. We rely, without independent verification, on the information provided to us and on the representations made by PCAOB’s Ethics and Independence Rule 3526 (Communications with Audit Committees Concerning Independence), and we discussed and confirmed with PwC their independence. We have determined that PwC’s provision of non-audit services is compatible with their independence. All of the fees paid tomanagement, internal auditors and the ~~services performed by PwC for the year 2012 were approved by us.~~

independent auditor. Based on our discussions with the Firm’s management, internal auditors and PwC, as well as our review of the representations ~~of management~~given to us and PwC’s ~~report~~reports to us, we recommended to the Board, and the Board approved, ~~including~~inclusion of the audited Consolidated Financial Statements in JPMorgan Chase’s Annual Report on Form 10-K for the year ended December 31, ~~2012,~~2014, as filed with the SEC. ~~Subject to shareholder ratification, we also approved the appointment of PwC as JPMorgan Chase’s independent registered public accounting firm for 2013.~~

Dated as of March ~~19, 2013~~17, 2015

Audit Committee

Laban P. Jackson, Jr. (Chairman)

James A. Bell

Crandall C. Bowles

Approve the Firm’s Amendment to the Long-Term Incentive Plan, as amended and restated effective May 19, 2015.



	RECOMMENDATION: Vote FOR approval of the Amendment to the Long-Term Incentive Plan

WHY ARE WE AMENDING OUR LONG-TERM INCENTIVE PLAN

JPMorgan Chase’s Long-Term Incentive Plan (the “Plan”) was last approved by shareholders on May 17, 2011. Pursuant to its terms, the Plan has a four-year duration and will expire on May 31, 2015. The primary purpose of the amendment is to extend the term of the Plan for an additional four years (until May 31, 2019), and to authorize 95 million carryover shares from the existing Plan pool (canceling approximately 157 million shares out of the 252 million shares remaining, as of February 28, 2015).

Additional material changes to our Plan include eliminating our stock option/stock appreciation right (“SAR”) recycling feature, which previously allowed us to reuse shares which were used to satisfy tax withholdings in connection with SAR awards, or the cost of exercising SARs/options, and share forfeitures. This change reflects our Firm’s recent movement away from using SARs on a broad, firmwide basis as part of our annual incentive program.

In addition, under the 2011 Plan, we maintain a minimum vesting requirement of three years — ratable on 95% of all awards, with 5% exempt from such requirement. In response to shareholder feedback and consistent with best practice, we are adding a one year minimum vesting requirement on these 5% of shares that are exempt from the minimum three year vesting. We also reduced the maximum number of shares that can be granted as Incentive Stock Options (“ISOs”) under the Plan from 20 million to 7 million.

WHY SHAREHOLDERS SHOULD APPROVE OUR LONG-TERM INCENTIVE PLAN

We believe that voting in favor of our proposed amendment to the Long-Term Incentive Plan is important, as a well-designed equity program serves to strengthen the alignment of employees’ long-term economic interests with those of shareholders while resulting in reasonable dilution to shareholders. Without such approval, the Firm would lose a critical shareholder alignment feature of our compensation framework.

The following proposal is organized around three key considerations that we believe demonstrate strong alignment between our equity compensation practices and our shareholders’ interests:


1.	We use shares responsibly and have significantly reduced our request for shares to be made available under the Plan based on shareholder feedback.


2.	Our equity compensation practices promote the interests of shareholders and create a culture of shared-success among our employees.


3.	Our equity program reinforces individual accountability through strong recovery provisions.

Details regarding these considerations are provided below. Additional information on our equity program and overall executive pay practices is provided in the Compensation Discussion & Analysis section starting on page 32 of this proxy statement.

1. WE USE OUR SHARES RESPONSIBLY AND HAVE REDUCED OUR SHARE REQUEST IN RESPONSE TO SHAREHOLDER FEEDBACK

During our regular shareholder outreach program this past fall, we solicited feedback on our equity compensation practices and Long-Term Incentive Plan from shareholders representing approximately 40% of the Firm’s voting shares. The feedback we received from shareholders indicated a preference towards having a smaller share authorization under the Plan and going to shareholders more often for approval (if needed) rather than having a larger share authorization that would last five or more years.

Our Compensation & Management Development Committee (“CMDC”) considered this feedback in determining the proposed request for shares to be authorized under the Plan. In response, the CMDC is requesting only 95 million shares in this proposal (from the existing available shares), compared with 315 million requested in our last equity plan re-authorization in 2011.

We have historically demonstrated prudence in our use of shares for equity compensation, and have steadily reduced both our annual share usage (“burn rate”) and potential dilution levels under the Plan in recent years (as shown in the exhibits below). This reduction was brought about by our Board and management in response to evolving compensation practices and shareholder expectations. Furthermore, the Firm has

demonstrated the value of a consistent, disciplined, principles-based compensation approach with one of the lowest compensation and benefit expenses as a percentage of revenue (“compensation expense ratio”) amongst our Financial Services Peer Group. For a description of our Financial Services Peer Group please see “Evaluating Market Practices” on page 39 of this proxy statement.

Historical Total Potential Dilution ¹

Historical Burn Rate ²

Identifying issues

Our compensation program, including our equity plan, is designed to hold executives accountable, when appropriate, for material actions or items that negatively impact business performance in current or future years. We conduct in-depth reviews through Control Forums facilitated by Human Resources on a quarterly basis to discuss material risk and control issues that may potentially result in a compensation pool or individual impact. Once risks have been identified, and an employee’s accountability has been assessed, we take prompt and proportionate action with respect to those individuals, where appropriate.

Holding individuals responsible

Although a comprehensive and disciplined risk review process is critical to identify risks, in order to hold individuals responsible for such risks, and to discourage future imprudent behavior by other employees,

having appropriate legal provisions and human resources policies that enable us to take prompt and proportionate actions with respect to accountable individuals are equally important as another line of defense.

Remedial measures may include:


11.	~~Certain fees for 2011 have been reclassified between Audit~~Reduce annual incentive compensation;


2.	Cancel unvested awards;


3.	Recover previously paid compensation; and ~~Audit-related to conform with the 2012 presentation.~~


4.	Take appropriate employment actions (such as termination of employment, demotion, etc.)

~~Excluded from 2012 and 2011 amounts~~The precise actions we take with respect to accountable individuals are Audit, Audit-related, and Tax fees aggregating $28.6 million and $25.0 million, respectively, paid to PwC by private equity funds, commingled trust funds and special purpose vehicles that are managed or advised by subsidiariesbased on the nature of ~~JPMorgan Chase but are not consolidated with~~their involvement, the ~~Firm.~~

~~Audit fees —~~ ~~Audit fees for the years ended December 31, 2012 and 2011, were $40.3 million and $36.6 million, respectively, for the annual audit and quarterly reviews~~magnitude of the ~~Consolidated Financial Statements~~event and ~~for~~ the ~~annual audit~~impact on the Firm. A description of our recovery provisions (#2 and #3 above) is provided in the following section. For additional information about our control forums and how they promote accountability, please see “How do we address risk and control?” on page 54 of this proxy statement.

Clawback/Recovery provisions

We maintain clawback/recoupment provisions on both cash incentives and equity awards, which enable us to reduce or cancel unvested awards and recover previously paid compensation in certain situations. Long-term equity incentive awards are intended and expected to vest according to their terms, but strong recovery provisions permit recapture of incentive compensation awards in appropriate circumstances. The table below provides a summary of the ~~Firm’s internal control over financial reporting,~~extensive clawback provisions that apply to all employees, including our Operating Committee members. Additional details regarding clawback provisions are provided in the section titled “How do we address risk and $19.2 million and $19.5 million, respectively, for services related to statutory/subsidiary audits, attestation reports required by statute or regulation, and comfort letters and consents related to SEC filings.control?” on page 54 of this proxy statement.

~~Audit-related fees —~~ Audit-related fees are comprised of assurance and related services that are traditionally performed by the independent registered public accounting firm. These services include attestation and agreed-upon procedures that are not required by statute or regulation which address accounting, reporting and control matters. These services are normally provided by PwC in connection with the recurring audit engagement.

~~Tax fees —~~ Tax fees for 2012 and 2011 were $3.0 million and $3.5 million, respectively, for tax compliance and tax return preparation services, and $5.9 million and $4.0 million, respectively, for other tax services. Such tax return compliance services include Bear Stearns expatriate employee tax compliance and tax return preparation, which had been specifically approved by JPMorgan Chase’s Audit Committee in 2008, following the merger with The Bear Stearns Companies Inc. (“Bear Stearns”). For 2012, other tax services include tax advice related to new tax regulations.



RIGOROUS CLAWBACK PROVISIONS
Risk Event	Vested	Unvested
Financial restatement	ü	ü
Employee misconduct	ü	ü
Unsatisfactory performance for a sustained period of time		ü
Failure to identify material risks to the Firm	ü	ü
Failure to meet minimum financial thresholds		ü

~~All other fees —~~ All other fees for 2012 and 2011 were $0.0 million and $0.4 million, respectively. JPMorgan Chase’s policy restricts the use of PwC to performing Audit, Audit-related and Tax services only; however, as a result of the Bear Stearns merger in 2008, the JPMorgan Chase Audit Committee approved a limited exception that permitted PwC to perform certain specified pre-existing advisory services related to an acquisition executed by Bear Stearns in 2008, prior to its merger with JPMorgan Chase. These pre-existing advisory services were completed during 2011.

~~Audit Committee approval policies and procedures~~

It is JPMorgan Chase’s policy not to use PwC’s services other than for Audit, Audit-related and Tax services. As mentioned above, in 2008, the Audit Committee granted a limited exception to such policy to PwC; the services approved under this limited exception were completed in 2011.



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All services performed by PwC in 2012 and 2011 were approved by the Audit Committee. The Audit Committee has adopted pre-approval procedures for services provided by PwC that are reviewed and ratified annually. These procedures require that the terms and fees for the annual Audit service engagement be approved by the Audit Committee. In addition, for Audit, Audit-related and Tax services, the Audit Committee has pre-approved a list of specified services and a budget for fees related to such services. All requests for PwC Audit, Audit-related and Tax services must be submitted to the Firm’s Corporate Controller to determine if such services are included within the list of services that have received Audit Committee pre-approval. All requests for Audit, Audit-related and Tax services that have not been pre-approved by the Audit Committee and all fee amounts in excess of pre-approved budgeted fee amounts must be specifically approved by the Audit Committee. In addition, all requests for Audit, Audit-related and Tax services, irrespective of whether they are on the pre-approved list, in excess of $250,000 require specific approval by the Chairman of the Audit Committee. JPMorgan Chase’s pre-approval policy does not provide for a de minimis exception pursuant to which the requirement for pre-approval may be waived.

~~Proposal 3 — Advisory resolution to approve executive compensation~~

~~The Compensation Discussion and Analysis begins at page~~ 16~~, including comment on this proposal at page~~ 24. As discussed, the Board of Directors believes that JPMorgan Chase’s long-term success as a premier financial services firm depends in large measure on the talents of the Firm’s employees. The Firm’s compensation system plays a significant role in the Firm’s ability to attract, retain and motivate the highest quality workforce. The principal underpinnings of the Firm’s compensation system are an acute focus on performance, shareholder alignment, sensitivity to the relevant market place, and a long-term orientation.

As required by Section 14A of the Securities Exchange Act, this proposal seeks a shareholder advisory vote to approve the compensation of our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K through the following resolution:

“Resolved, that shareholders approve the Firm’s compensation practices and principles and their implementation for 2012 for the compensation of the Firm’s Named Executive Officers as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in this proxy statement.”

Because this is an advisory vote, it will not be binding upon the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. We will include an advisory vote on executive compensation on an annual basis at least until the next shareholder advisory vote on the frequency of such votes.

~~The Board recommends that shareholders vote FOR approval of this resolution.~~

SUMMARY OF THE PLAN AS PROPOSED TO

BE AMENDED

~~Proposal 4 — Amendment to the Firm’s Restated Certificate of Incorporation to authorize shareholder action by written consent~~

We received a shareholder proposal in each of the last three years requesting our Board to take the steps necessary to permit shareholder action by written consent. At our 2010 Annual Meeting of Shareholders, the shareholder written consent proposal was approved by 54.3% of the votes cast. In 2011, our Board decided to oppose the shareholder written consent proposal a second time as it believed that our shareholders should have further time to adequately consider the merits and risks of the proposal. The 2011 shareholder proposal was not approved. At our 2012 Annual Meeting of Shareholders, the shareholder written consent proposal was approved by 52.3% of the votes cast (representing 38.1% of our outstanding shares of common stock).

In light of those results, the Board has declared advisable, and has submitted to our shareholders for their approval, the amendment to our Restated Certificate of Incorporation attached as Appendix F (the “Amendment”) that would permit action by written consent, subject to certain procedural safeguards intended to protect the best interests of the Firm and all of our shareholders by seeking to assure that any action by written consent occurs with adequate notice, transparency, information and timeframes. The safeguards include the following:

~~To ensure that shareholders who have limited support for the action being proposed do not cause the Firm to incur unnecessary expense or disruption caused by a consent solicitation~~, the proposed Amendment requires a minimum stock ownership threshold of 20% or more of the outstanding shares of our common stock, which shares are determined to be “Net Long Shares” (as that term is defined in our By-laws), to request the



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~~Board to set a record date to determine shareholders entitled to consent, which is the same ownership threshold as is required for shareholders to call a special meeting.~~

~~To provide transparency~~, any shareholders seeking to act by written consent would be required to provide the same information as would be required to propose a matter to be acted upon at a shareholder meeting or to nominate a director.

~~To ensure that the written consent is in compliance with applicable laws and is not duplicative~~, the written consent process would not be available for a limited number of matters, specifically: (i) those matters that would not be a proper subject for shareholder action, (ii) if the request to set a record date is delivered during the period commencing 90 days prior to the first anniversary of the date of the notice of annual meeting for the immediately preceding annual meeting and ending on the earlier of the date of the next annual meeting and 30 calendar days after the first anniversary of the immediately preceding annual meeting, (iii) if an identical or substantially similar item (other than the election or removal of directors) was presented at a meeting of shareholders held not more than 12 months before the request for a record date is delivered, (iv) if an identical or substantially similar item consisting of the election or removal of directors was presented at a meeting of shareholders held not more than 90 days before the request for a record date was delivered, (v) if an identical or substantially similar item is included in the Firm’s notice of meeting for a meeting that has been called but not yet held, (vi) if the request to set a record date involved a violation of the federal proxy rules or other applicable law, or (vii) if sufficient written consents are not dated and delivered to the Firm prior to the first anniversary of the date of the notice of annual meeting for the immediately preceding annual meeting.

~~To provide the Board with a reasonable timeframe to properly evaluate and respond to a shareholder request~~, the Amendment requires that the Board must act, with respect to a valid request, to set a record date by the later of (i) 20 days after delivery of a valid request to set a record date and (ii) five days after delivery by the shareholder(s) of any information requested by the Firm to determine the validity of the request for a record date or to determine whether the action to which the request relates may be effected by written consent. The record date must be no more than 10 days after the Board action to set a record date. Should the Board fail to set a record date by the required date, the record date is the date the first signed shareholder written consent is delivered to the Firm.

~~To ensure that shareholders have sufficient time to consider the proposal and any statements in opposition~~, as well as to provide the Board the opportunity to present its views regarding the proposal and, in appropriate cases, to pursue superior options in a proposed change of control of the Firm, the proposed Amendment prohibits dating and delivering consents until 60 days after the delivery of a valid request to set a record date.

~~To protect against shareholder disenfranchisement~~, consents must be solicited from all shareholders, giving each shareholder the right to consider and act on a proposal. This protection would eliminate the possibility that a group of shareholders could act without a public and transparent discussion of the merits of any proposed action, and without the input from all of our shareholders.

Without the foregoing procedural safeguards, a group of shareholders could, among other actions, purport to take action without notice to the Firm and without making publicly available information regarding the shareholder action by written consent. Further, the uncertain timetable created by a written consent without this procedural structure would allow the action to be effective as soon as written consents representing the requisite number of votes are received, without giving the Board or our other shareholders adequate time to consider potential ramifications or suitable alternatives. These procedural safeguards also prevent duplicative proposals, where a similar proposal had been noticed for a meeting within 90 days and require an independent inspector to be able to establish the accuracy of the tabulation of the shareholder action by written consent, which is in all parties’ best interests.

If this proposal to approve the Amendment is adopted by the affirmative vote of a majority of the shares of our common stock present in person or by proxy and entitled to vote on the proposal, Article SEVENTH(1) of our Restated Certificate of Incorporation will be amended as set forth in the Certificate of Amendment of Restated Certificate of Incorporation (Certificate of Amendment) attached as Appendix F upon the filing of the Certificate of Amendment with the Secretary of the State of the State of Delaware and our Bylaws will be correspondingly amended.

~~The Board recommends that shareholders vote FOR approval of~~ t~~he amendment to our Restated Certificate of Incorporation.~~



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~~Proposal 5 — Reapproval of Key Executive Performance Plan~~

The Key Executive Performance Plan (KEPP) was last reapproved by the shareholders in May 2008 with an effective date of January 1, 2009. JPMorgan Chase is seeking KEPP reapproval in accordance with Section 162(m) of the Internal Revenue Code of 1986 (as amended) and implementing regulations (the Code). Except with respect to its effective date (January 1, 2014) and the executives covered, the terms and conditions of KEPP are identical to the KEPP approved in 2008.

~~Purpose of KEPP~~

KEPP was and is adopted in response to provisions of Section 162(m) of the Code, which has the effect of generally eliminating a federal income tax deduction for annual compensation in excess of $1,000,000 paid by JPMorgan Chase to the executive officers required to be named in the Summary compensation table unless that compensation is paid on account of the attainment of one or more “performance-based” goals. One requirement for compensation to be performance-based is that the compensation is paid or distributed pursuant to a plan that has been approved by the shareholders, in this case, every five years.

KEPP is consistent with JPMorgan Chase’s emphasis on performance-based compensation and its current compensation philosophy, as more fully described in the Compensation Discussion and Analysis section of this proxy statement beginning on page 24. Moreover, KEPP reflects JPMorgan Chase’s belief in the need to (1) attract, recruit, motivate and retain senior officers through compensation and benefits that are competitive with those of JPMorgan Chase’s key comparison companies, and (2) enhance shareholder value by aligning the compensation of senior officers with corporate performance and, to the extent possible, by preserving the tax-deductibility of senior officer compensation.

The following summary of ~~KEPP~~the Plan sets forth its material terms. It is, however, a summary and is qualified in its entirety by reference to ~~KEPP,~~the Plan, a copy of which is attached to this proxy statement as Appendix G.B.

Summary of ~~KEPP~~the Plan as proposed to be amended

~~KEPP~~Purpose. The Plan is designed to encourage employees and non-management members of the Board of Directors to acquire a proprietary and vested interest in the long-term growth and performance of JPMorgan Chase and its subsidiaries. The Plan also serves to attract and retain individuals of exceptional talent.

Participants. All of our approximately 240,000 employees are eligible to participate in the Plan, as are non-management members of the Board of Directors.

Administration. The Plan is administered by the Compensation & Management Development Committee ~~(the “Compensation Committee”)~~ of the Board of Directors, each member of which is ~~composed entirely~~an “outside director” for purposes of ~~non-management directors. KEPP provides~~Section 162(m) of the Internal Revenue Code. Subject to the provisions

of the Plan, the CMDC has complete control over

the administration of the Plan and has the sole authority to:

Construe, interpret and implement the Plan and all award agreements

Establish, amend and rescind any rules and regulations relating to the Plan

Grant awards under the Plan

Determine who shall receive awards and the type, when such awards shall be made and the terms and conditions relating to awards

Establish plans supplemental to the Plan covering employees residing outside of the United States

Make all other determinations in its discretion that it may deem necessary or advisable for the ~~determination each year~~administration of the Plan

The CMDC may delegate to officers of JPMorgan Chase responsibility for awards to officers and employees not subject to Section 16 of the Securities Exchange Act of 1934.

Number of shares. If approved by shareholders, the Plan will provide that 95 million shares of our common stock are available for issuance as awards commencing May 19, 2015; provided that not more than 7 million shares may be issued as incentive stock options pursuant to Section 422 of the Internal Revenue Code. The following shares may be awarded under the Plan and do not count against the share limit:

Shares representing awards made under the Plan that are canceled, surrendered, forfeited, or terminated (other than shares representing awards of stock appreciation rights or options)

Shares withheld to satisfy withholding tax obligations of awards made under the Plan (other than tax withholding with respect to awards of stock appreciation rights and options)

Shares granted through assumption of, or in substitution for, outstanding awards previously granted by an employing company to individuals who become employees as the result of a ~~bonus pool (the bonus pool),~~merger, consolidation, acquisition or other corporate transaction involving the employing company and JPMorgan Chase, shares granted pursuant to contractual obligations with respect to such transactions, or shares granted as retention awards to such employees in connection with such transactions

Awards which ~~would~~by their terms may be ~~established~~settled only

in cash

No SAR Recycling - In addition, to clarify the above, with respect to awards of stock appreciation rights and options, all shares underlying such awards, whether or not actually issued to plan participants, will count against the share limit, and are not eligible for recycling.

Term. No awards may be made under the plan after May 31, 2019.

Limits. The Plan limits the number of shares available for issuance to any one participant to 7.5 million, including, the number of shares represented by awards of stock options and stock appreciation rights, during the ~~Compensation Committee by~~term of the ~~date permitted by the Code.~~

~~KEPP~~Plan. It further provides that the ~~bonus pool~~terms of most equity awards shall have a minimum vesting or exercise schedule of ratably over three years, except that 5% of shares authorized and awarded under the Plan can have a shorter vesting or exercise period but not less than one year. However, the above limitations

do not preclude earlier vesting or exercise of an award (i) in circumstances such as death, retirement, involuntary termination of employment, (ii) if the award would become vested (or exercisable) upon the achievement of performance objectives over a period of at least one year or (iii) if the Firm determines for ~~each year is (1) a percentage~~regulatory or other considerations to substitute an incremental equity award for cash that would have been paid under the cash/stock incentive table then in effect (but only with respect to any such incremental equity award).

Awards. The Plan provides for the issuance of stock-based awards to employees of JPMorgan Chase and its subsidiaries, as well as to non-management members of the Board of Directors. Subject to the terms of the Plan, such awards may have any terms and conditions as the CMDC specifies in its discretion. Such awards can include nonqualified stock options, stock appreciation rights, incentive stock options and other stock-based awards. Awards to non-management members of the Board of Directors can consist only of shares of common stock, including restricted stock or restricted stock units.

In addition, the Plan provides that the CMDC may specify performance targets, the satisfaction of which will cause an award to vest or become exercisable. Such performance targets can include stock price, shareholder value added, earnings per share, income before or after income tax expense, return on common equity, revenue growth, efficiency ratio, expense management, return on investment, ratio of non-performing assets to performing assets, return on assets, profitability or performance of an identifiable business unit, and credit quality. In addition, where relevant, the foregoing targets may be applied to JPMorgan Chase, one or more of its subsidiaries or one or more of JPMorgan Chase’s ~~income (before provision~~divisions or business units. To ensure that the incentive goals are aligned with shareholder interests, awards under the Key Executive Performance Plan (a 162(m) compensation plan) (KEPP) and similar programs may be paid or distributed, in whole or part, in the form of other stock-based awards under the Plan. A favorable vote for ~~income tax expense for~~the Plan includes an approval of the performance criteria specified above.

The forms of the awards that ~~year)~~may be granted under the Plan are:

Stock Options. The Compensation & Management Development Committee may award a stock option in the form of an “incentive” stock option (as defined in Section 422 of the Internal Revenue Code) or a nonqualified stock option. Such awards expire no more than 10 years after the date they are granted. The exercise price per share of common stock covered by a stock option is determined by the CMDC; provided, however, that the exercise price may not be less ~~(2)~~than 100% of the fair market value of a share of common stock on the date of grant. The exercise price is payable in such form as the CMDC may specify from time to time.

Stock Appreciation Rights (“SARs”). The CMDC may award SARs. Upon exercise, a SAR generally entitles a participant to receive an amount equal to the positive difference between the fair market value of one share of common stock on the date the SAR is exercised and the exercise price. Such awards expire no more than 10 years after the date they are granted. The exercise price per share of common stock covered by a ~~percentage of total stockholders’ equity as~~SAR is determined by the CMDC; provided, however, that the exercise price may not be less than 100% of the ~~beginning~~fair market value of that year. Each year, the Compensation Committee establishes the percentages applicable for that year. At the same time, the Compensation Committee may make provisions for excluding the effect of extraordinary events and changes in accounting methods, practices or policies on the amount of the bonus pool.

~~Coincident with the establishment of the bonus pool, the Compensation Committee will allocate to each participant~~ a share of common stock on the ~~bonus pool; however, no participant~~date of grant. SARs may ~~receive an award~~be granted independently of any stock option or in conjunction with all or any part of a stock option granted under ~~KEPP~~the Plan. If SARs are granted in ~~excess of .002 of JPMorgan Chase’s income before income tax expense, extraordinary items and~~conjunction with stock options, the effect of accounting changes for the relevant calendar year (as reflected in JPMorgan Chase’s Consolidated Statement of Income) plus $1,000,000. This maximum is a limitation and does not represent a target bonus. The bonuses provided under KEPPSARs’ exercise price will be ~~payable~~the exercise price of the stock option. Unless the CMDC otherwise determines, a SAR or applicable portion thereof shall terminate and no longer be exercisable upon the termination or exercise of any related stock option. The CMDC will determine at the time of grant whether the SAR shall be settled in cash, common stock or a combination of cash and common stock.

Other Stock-Based Awards. The Compensation & Management Development Committee may grant other types of awards of common stock, or awards based in whole or in part by reference to the ~~form~~fair market value of ~~(1) cash awards under KEPP and (2) stock-based awards (other than~~common stock (“Other Stock-Based Awards”). Such Other Stock-Based Awards include, without limitation, restricted stock units representing shares of common stock, restricted shares of common stock, performance shares or performance share units. Nonqualified options and performance-based stock awards) under JPMorgan Chase’s long-term incentive plan (currently the Plan, as amended and restated effective May 2011), in the Compensation Committee’s discretion. A participant’s awardor SARs may be ~~reduced by the Compensation Committee at any time before payment. Prior to any payments being made under KEPP, the Compensation Committee will certify~~awarded in writing, which may be in the form of minutes of meetings of the Compensation Committee, that all of the performance goals and other material terms of KEPP relating to the pertinent award have been met.connection with, or

The Compensation Committee may permit any JPMorgan Chase employee to participate in KEPP. However, it is anticipated that eligible employees would be limited to JPMorgan Chase’s Chief Executive Officer and approximately 160 other senior officers who (i) are members of JPMorgan Chase’s Operating Committee or (ii) serve on the management committee of an Operating Committee member. KEPP may be amended by the Board of Directors at any time; however, no amendment that would require shareholder approval in order for bonuses paid under KEPP to continue to be deductible under the Code may be made without shareholder approval.



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as a part of, Other Stock-Based Awards. The CMDC shall determine at the time of grant whether any Other Stock-Based Awards shall be settled in cash, common stock or any combination thereof.

Dividends/Dividend Equivalents. The terms and conditions of Other Stock-Based Awards of restricted stock and restricted stock units may provide the participant with dividends or dividend equivalents payable prior to vesting; and awards of Other Stock-Based Awards of restricted stock may provide for voting rights prior to vesting. Notwithstanding the foregoing, with respect to awards of restricted stock and restricted stock units specifically designated in the award agreement as performance-based, dividends shall be accumulated and shall be paid to the participants only in an amount based on the number of shares, if any, that vest under the terms of the award.

Repricing. The CMDC does not have the authority to reduce the exercise price of an outstanding option or SAR or substitute a new option and/or SAR with a lower exercise price in return for the surrender of an outstanding option or SAR. Award terms may be adjusted in the case of stock split, merger or similar event.

Transferability. Generally, awards are not transferable other than by will or the laws of descent and distribution. However, the CMDC may permit participants to transfer certain awards to an immediate family member or a trust (or similar entity) for the benefit of immediate family members.

Adjustments. In the event there is a change in the capital structure of JPMorgan Chase as a result of any stock dividend or split, recapitalization, issuance of a new class of common stock, merger, consolidation, spin-off or other similar corporate change, or any distribution to shareholders of common stock other than regular cash dividends, the CMDC will make an equitable adjustment in the number of shares of common stock and forms of the award authorized to be granted under the Plan (including any limitation imposed on the number of shares of common stock with respect to which an award may be granted in the aggregate under the Plan or to any participant) and to make appropriate adjustments (including exercise price) to any outstanding awards.

General. The Plan is an unfunded plan for long-term incentive compensation. Nothing in the Plan shall give

the participant any rights greater than those of a general creditor.

Amendments and Termination. The Board of Directors may amend, suspend or terminate the Plan at any time. However, except in the case of an adjustment in connection with a capital structure change (as described above), shareholder consent is required for any amendment to the Plan that would (i) increase the number of shares that may be granted as awards under the Plan, (ii) increase the maximum number of shares to be granted to any participant during the term of the Plan, or (iii) eliminate or change the restrictions regarding the surrender and repricing of options and SARs.

Accounting impact

Equity incentives are generally expensed under Accounting Standard Codification (“ASC”) 718 (formerly SFAS 123R) over the required service period for the award, which means the expenses related to equity incentives will reduce income in future years. Accounting for employee stock-based incentives is described in Note 10 to the Firm’s Consolidated Financial Statements in the 2014 Annual Report, including how the Firm recognizes compensation expense pursuant to ASC 718 for equity awards granted to employees eligible for continued vesting under specific age and service or service-related provisions (full career eligible employees).

Federal income tax consequences

The following discussion summarizes the Federal income tax consequences to participants who may receive awards under the Plan and to JPMorgan Chase arising out of the granting of such awards. The discussion is based upon interpretations of the Internal Revenue Code in effect as of January 2015 and regulations promulgated thereunder as of such date.

Nonqualified Stock Option/Stock Appreciation Rights. Upon the grant of a nonqualified stock option or SAR, a participant will not be in receipt of taxable income. Upon exercise of either Award, a participant will be in receipt of ordinary income in an amount equal to the excess of the market value of the acquired shares over their exercise price. JPMorgan Chase will be entitled to a tax deduction, in the year of such exercise, equal to the amount of such ordinary income. Gain or loss upon a subsequent sale of any common stock would be taxed to the participant as long- or short-term capital gain or loss depending on the holding period.



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Incentive Stock Options. A participant will not be in receipt of taxable income upon the grant or exercise of an incentive stock option (“ISO”). Upon the exercise of an ISO, the amount by which the fair market value of the stock received on exercise exceeds the exercise price is generally a tax preference adjustment for the purpose of the alternative minimum tax. If the participant holds the shares acquired on the exercise of an ISO for the requisite ISO holding period set forth in the Internal Revenue Code, he or she will recognize a long-term capital gain or loss upon their subsequent sale or exchange. In such case, JPMorgan Chase will not be entitled to a tax deduction. If a participant does not hold the shares acquired on the exercise of an ISO for the requisite holding period, he or she may be in receipt of ordinary income based upon a formula set forth in the Internal Revenue Code, generally the “spread” between the fair market value of the stock and the exercise price on the date that ISO was granted. To the extent that the amount realized on such sale or exchange exceeds the market value of the shares on the date of the ISO exercise, the participant will recognize capital gains. JPMorgan Chase will be entitled to a tax deduction in the amount of the ordinary income reportable by the participant.

Other Stock-Based Awards. The income tax consequences of the Other Stock-Based Awards will depend on how such awards are structured. Generally, JPMorgan Chase will be entitled to a deduction with respect to such awards only to the extent that the participant recognizes ordinary income in connection with such awards. In particular, JPMorgan Chase will be entitled to a tax deduction with respect to awards to those individuals subject to Section 162(m) limitations if such awards are subject to the achievement of performance-based objectives specified by the CMDC. It is anticipated that Other Stock-Based Awards will generally result in ordinary income to the participant in some amount.

The closing price of our common stock on March 20, 2015, on the New York Stock Exchange was $61.75.



The Board of Directors recommends a vote FOR approval of the Amendment to the Long-Term Incentive Plan.

T



82 • JPMORGAN CHASE & CO. • 2015 PROXY STATEMENT

Shareholder proposals



PROPOSAL 5:
Independent board chairman	84

PROPOSAL 6:
Lobbying	87

PROPOSAL 7:
Special shareowner meetings	89

PROPOSAL 8:
How votes are counted	91

PROPOSAL 9:
Accelerated vesting provisions	93

PROPOSAL 10:
Clawback disclosure policy	95



	RECOMMENDATION: Vote AGAINST shareholder proposals, if presented

Table of Contents

~~Because the reapproved KEPP would be effective January 1, 2014, and because performance goals have not yet been established by the Compensation Committee~~Proposal 5

Independent board chairman — require an independent Chair

John Chevedden, as agent for that year, the amounts payable under KEPP are not determinable. All compensation awarded under KEPP for performance year 2012 with respect to executive officers named in this document is disclosed under the headings “Bonus” and “Stock awards” in the Summary compensation table on page 30.

If the shareholders do not reapprove KEPP, compensation in excess of $1,000,000 to the executive officers required to be named in the Summary compensation table would not be deductible for federal income tax purposes. Notwithstanding the approval of KEPP, the Compensation Committee retains the discretion to award non-deductible compensation.

~~The Board recommends that shareholders vote FOR reapproval of the Key Executive Performance Plan.~~

~~Proposals 6–9 Shareholder proposals~~

~~Proposal 6 — Require separation of chairman and CEO~~

~~AFSCME Employees Pension Plan, 1625 L Street, N.W., Washington DC 20036-5687,~~Mr. Kenneth Steiner, 14 Stoner Avenue, Great Neck, NY 11021, the holder of ~~74,984~~500 shares of our common stock, has advised us that ithe intends to introduce the following ~~resolution,~~resolution:

RESOLVED: The shareholders request the Board of Directors to adopt as policy, and amend the bylaws as necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. The Board would have the discretion to phase in this policy for the next CEO transition, implemented so it did not violate any 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.

The role of the CEO and management is to run the company. The role of the Board of Directors is to provide independent oversight of management and the CEO. There is a potential conflict of interest for a CEO to be her/his own overseer as Chair while managing the business.

The combination of these two roles in a single person weakens a corporation’s governance structure, which can harm shareholder value.

As Intel’s former chair Andrew Grove stated, “The separation of the two jobs goes to the heart of the conception of a corporation. Is a company a sandbox for the CEO, or is the CEO an employee? If he’s an employee, he needs a boss, and that boss is the Board. The Chairman runs the Board. How can the CEO be his own boss?”

Shareholders are best served by an independent Board Chair who can provide a balance of power between the CEO and the Board empowering strong Board leadership. The primary duty of a Board of Directors is to oversee the management of a company on behalf of shareholders. A combined CEO / Chair creates a potential conflict of interest, resulting in excessive management influence on the Board and weaker oversight of management.

Numerous institutional investors recommend separation of these two roles. For example, California’s Retirement System CalPERS’ Principles & Guidelines encourage separation, even with a lead director in place.

Chairing and overseeing the Board is a time intensive responsibility. A separate Chair also frees the CEO to manage the company and build effective business strategies.

Many companies have separate and/or independent Chairs. An independent Chair is the prevailing practice in the United Kingdom and many international markets and is an increasing trend in the U.S. This proposal topic won 50% plus support at five major U.S. companies in 2013.

Please vote to protect shareholder value:

Independent Board Chairman - Proposal 5

BOARD RESPONSE TO PROPOSAL 5

The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:

The Board of Directors has an unremitting fiduciary duty to act in the manner it believes to be in the best interests of the Firm and its shareholders and should retain the responsibility to determine the leadership structure that will best serve those interests. The Board believes its responsibility to shareholders requires that it retain the flexibility to determine the best leadership structure for the Firm under any set of circumstances and personnel. The adoption of a policy requiring that the Chairman of the Board be an independent director could limit the Board’s ability to choose the person best suited for the role at a particular time. These decisions should not be mechanical; they should be contextual and based on the composition of the Board, the person then serving or selected to serve as CEO and the needs and opportunities of the Firm as they change over time. The proposed policy would impose a leadership structure on the Board without regard to circumstances or personnel and would constrain the Board’s ability to



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make a determination in the best interests of shareholders.

Our Board has determined that, at the present time, combining the roles of Chairman and CEO, together with a strong Lead Independent Director, provides the appropriate leadership and oversight of the Firm and facilitates effective functioning of both the Board and management. The Board has separated the positions in the past and may do so again in the future if it believes that would be in the best interests of the Firm and its shareholders.

The Board’s belief in the importance of retaining the flexibility to determine the best leadership structure is consistent with the policies and practices at other large companies. According to the Spencer Stuart Board Index 2014, only 14 S&P 500 companies (3%) have adopted a formal policy requiring separation of the Chairman and CEO roles. As boards exercise their flexibility in making this decision, there is no clear consensus about optimal leadership structure: 266 S&P 500 companies (53%) combine the Chairman and CEO roles; 234 companies (47%) have separated the roles of Chairman and CEO and, of them, 138 (28%) have named an independent Chairman.

Furthermore, we are not aware of clear evidentiary support for the proposition that a split of the Chairman and CEO positions is in all cases good for company performance and beneficial to shareholders. Most studies suggest there is no significant relationship between having separate Chairman and CEO roles and company performance. At least two recent studies found that performance of financially successful firms was actually hurt when they separated the Chairman and CEO roles.¹

The Board regularly seeks and considers feedback from shareholders. The Board recognizes the importance of the Firm’s leadership structure to our shareholders and regularly receives feedback from shareholders on the topic. Shareholder feedback is received through direct engagement with shareholders and information gained from the Firm’s outreach program (see “Shareholder outreach and input” on page 23 of this proxy statement). In addition, the Board believes that the Firm should engage in a dialogue with shareholders and other interested parties about the issues related to the Chairman and CEO roles at public companies. As part of this effort, in 2014 the Firm hosted a panel discussion with participants representing a variety of views on this issue. Many expressed the opinion that there is no “one size fits all” solution and that a board’s fiduciary responsibility is best met by retaining the flexibility to choose the most effective leadership structure for a particular set of facts facing a company at any point in time. For additional information about the process followed by the Board in making this decision, please see “Board Structure and Responsibilities” on page 17 of this proxy statement.

The Firm’s current governance structure provides the independent leadership and management oversight sought by the proposal. In 2013, the Board enhanced its independent oversight by converting the Presiding Director role to that of Lead Independent Director. The Lead Independent Director role is defined in our Corporate Governance Principles and includes all the responsibilities and authorities of the Firm’s former Presiding Director position, adds additional responsibilities and authorities and formalizes a number of the Board’s existing practices. The Lead Independent Director is appointed annually by the independent directors. The responsibilities and authorities of the Lead Independent Director role are described in detail on page 18 of this proxy statement.

________________


¹	“Apprentice, Departure, and Demotion: An Examination of the Three Types of CEO-Board Chair Separation,” Ryan Krause and Matthew

Semadeni, Academy of Management Journal, Vol.56, No.3, 805-826 (2013); “CEO Duality and Firm Performance: Evidence from an

Exogenous Shock to the Competitive Environment,” Tina Yang and Shan Zhao, Journal of Banking & Finance, Vol. 49, 534-553 (2014).



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We believe the Lead Independent Director role has and will continue to provide enhanced oversight of the executive management team.

The Firm’s policies and practices provide independent oversight of management, including:

Our Corporate Governance Principles require that a substantial majority of directors will be independent and currently 10 of the Board’s 11 directors — all but the CEO — are independent

Independent directors comprise more than 90% of the Board and 100% of the Audit, Compensation, Governance, Public Responsibility and Risk Committees

Independent directors assess the performance and approve the compensation of the CEO and other members of the Operating Committee

Independent directors approve the Firm’s primary risk policies as reflected in the charter of the Board’s Risk Policy Committee

The Lead Independent Director approves agendas and materials for Board meetings and may add agenda items; committee chairs, all of whom are independent, approve agendas and materials for their committee meetings and may add agenda items

The full Board and each Board committee may determine its respective agendas

Independent directors meet in executive session at every regularly scheduled Board meeting

Executive sessions of independent directors are led by our Lead Independent Director and each participant is encouraged to submit topics for discussion. These sessions help to ensure that any issues or concerns identified by our independent directors are thoroughly considered and appropriately addressed, with feedback after each session to the CEO

The Board regularly reviews board membership, governance structure and policies to assess its effectiveness and identify areas for further consideration. Our Corporate Governance Principles provide that the Board shall annually, and also in connection with succession planning and the selection of a new CEO, determine whether the role of Chairman shall be a non-executive position or combined with that of the CEO. The Board also regularly considers the issue of board leadership in committee meetings and meetings of the independent directors.

The Corporate Governance & Nominating Committee oversees the board candidate nomination process, which includes the evaluation of both existing Board members and new candidates for Board membership. The committee also periodically reviews the Board’s Corporate Governance Principles and recommends any changes, and approves the framework for Board assessment and self-evaluation.



	The Board of Directors recommends a vote AGAINST this proposal.



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Proposal 6

Lobbying — report on policies, procedures and expenditures

Sisters of St. Francis of Philadelphia, 609 South Convent Road, Aston, PA 19014, the holder of 67 shares of our common stock, has advised us that they intend to introduce the following resolution, co-sponsored by ~~Hermes Fund Managers,~~Walden Asset Management, Sisters of St. Joseph of Boston, The ~~City~~First Parish in Cambridge, The Community Church of New York, ~~Comptroller’s Office, as Custodian/Trustee of the~~Manhattan Country School, The Needmor Fund, and New ~~York City Pension Funds, and the Connecticut Retirement Plans and Trust Funds,~~Economy Project, each of which are the beneficial owners of our common stock with a market value in excess of $2,000:

~~RESOLVED:~~ Whereas, we rely on the information provided by our company to evaluate goals and objectives, and we, therefore, have a strong interest in full disclosure of our company’s lobbying to assess whether our company’s lobbying is consistent with its expressed goals and in the best interests of shareholders and long-term value.

Resolved, the shareholders of JPMorgan Chase (“JPMorgan”) request the Board authorize the preparation of a report, updated annually, disclosing:


1.	Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.


2.	Payments by JPMorgan used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.


3.	Description of the decision making process and oversight by management and the Board for making payments described in section 2.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which the bank is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee or other relevant Board oversight committees and posted on the company’s website.

Supporting Statement

As shareholders, we encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and regulation. JPMorgan does not disclose its trade association payments or the portions used for lobbying on its website. We commend JPMorgan for restricting its trade associations from using its payments for political contributions but this does not cover payments used for lobbying. This leaves a serious disclosure gap, as trade associations generally spend far more on lobbying than on political contributions.

JPMorgan is a member of the Chamber of Commerce, which has been characterized as “by far the most muscular business lobby group in Washington,” spending over $ 91 million in the first three quarters of 2014 and more than $1 billion on lobbying since 1998 (Center for Responsive Politics). The Chamber actively lobbies against legislation and regulations on climate change while the bank has a strong environmental policy. Contradictions like this pose reputational risks for the company.

JPMorgan has spent over $33 million in the past five years on direct federal lobbying activities, according to disclosure reports (Senate Records). These figures do not include lobbying expenditures to influence legislation in states, where JPMorgan also lobbies but disclosure requirements are uneven or absent. For example JPMorgan spent more than $145,000 lobbying in California for 2013 (http://cal-access.ss.ca.gov/).

We urge support for this proposal.



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BOARD RESPONSE TO PROPOSAL 6

The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:

We believe that it is in the shareholders’ best interests for the Firm to be an effective participant in the policymaking process. Governance and transparency are important components of our approach. Our philosophy, policies and disclosures concerning lobbying, as well as the compliance procedures and oversight we have in place, reflect our commitment to civic participation and transparency. These are described in our Statement on Policy Engagement and Political Participation, which can be found on our website at jpmorganchase.com/politicalactivities.

The Firm supports its interests in the public arena in a variety of ways, and our lobbying activities are subject to strong governance. The Global Government Relations and Public Policy department manages the Firm’s lobbying activities, and this department reports to the Board’s Public Responsibility Committee on major lobbying priorities and principal trade association memberships that relate to the Firm’s public policy objectives. This organization and leadership helps us focus the Firm’s efforts on those public policy issues most relevant to the long-term interests of the Firm overall and to our clients and shareholders.

The Firm belongs to a number of trade associations representing the interests of the financial services industry, and we disclose on our website the principal trade associations to which we belong.¹These organizations work to represent the industry and advocate on major policy issues of importance to the Firm and the communities we serve. The Firm’s participation as a member of these associations comes with the understanding that we may not always agree with all of the positions of the organization or other members.

The Firm restricts organizations from using the Firm’s funds, including membership fees and dues, for any election-related activity at the federal, state or local level. This restriction includes contributions and expenditures (including independent expenditures) in support of, or opposition to, any candidate for any office, ballot initiative campaign, political party committee or PAC. In fact, given our prudent policies and practices described above and in our Policy Statement, we received a top-ten ranking for political disclosure and accountability by the 2014 CPA-Zicklin Index of Corporate Political Accountability and Disclosure, which ranks the political spending disclosure of the top 300 companies in the S&P 500.

The Firm, and trade associations to which we belong, are subject to public disclosure obligations with respect to lobbying. The Firm publicly discloses U.S. federal lobbying costs — those paid directly as well as through trade associations — and the issues to which our lobbying efforts relate in quarterly reports filed pursuant to the Lobbying Disclosure Act. The Firm also discloses state and local lobbying costs where required by applicable law. In addition, each trade association to which the Firm belongs is subject to public disclosure obligations with respect to its lobbying as well as to the political contributions and expenditures it makes.

We have received proposals like this in each of the past two years, and they have consistently received low levels of shareholder support. In 2014, 6.36% of votes cast supported it; in 2013, 8.19% supported it.

In light of the above, the proposed report is unnecessary and not in the best interests of our Firm or our shareholders.



	The Board of Directors recommends a vote AGAINST this proposal.

________________


¹	As disclosed on our website, the principal trade associations to which we belong are:

American Bankers Association and state affiliates; Appraisal Institute; British Bankers Association; Business Roundtable; Consumer Bankers Association; Electronic Payments Coalition; Financial Services Forum; Financial Services Roundtable; Futures Industry Association; Global Financial Markets Association and affiliates; Securities Industry and Financial Markets Association; Association for Financial Markets in Europe; Asia Securities Industry and Financial Markets Association; Institute of International Finance; International Swaps and Derivatives Association; Investment Company Institute and ICI Global; Investment Association; Managed Funds Association; Mortgage Bankers Association; Partnership for New York City; The Clearing House; and U.S. Chamber of Commerce (Updated March 2015)



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Proposal 7

Special shareowner meetings — reduce ownership threshold from 20% to 10%

John Chevedden, 2215 Nelson Avenue, Redondo Beach, CA 90278, the holder of 100 shares of our common stock, has advised us that he intends to introduce the following resolution:

RESOLVED, Shareowners ask our board to take the steps necessary (unilaterally if possible) 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.

Delaware law allows 10% of shareholders to call a special meeting and many companies have adopted the 10% threshold. 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 proposal topic won more than 70% support at Edwards Lifesciences and SunEdison in 2013. Vanguard sent letters to 350 of its portfolio companies asking them to consider providing the right for shareholders to call a special meeting.

Delaware law allows 10% of shareholders to call a special meeting without mandating a holding period. However it takes 20% of JPM shareholders, from only those shareholders with at least one-year of continuous stock ownership, to call a special meeting.

Thus potentially 50% of JPM shareholders could be disenfranchised from having any voice whatsoever in calling a special meeting due to the JPM one-year restriction. The average holding period for stock is less than one-year according to “Stock Market Investors Have Become Absurdly Impatient.”

Our clearly improvable corporate governance (as reported in 2014) is an added incentive to vote for this proposal:

GMI Ratings, an independent investment research firm, flagged the JPM board as potentially entrenched due to a number of long-serving directors.

James Crown, 23-years

Laban Jackson, 21-years and our audit committee chairman

Lee Raymond, age 75, 27-years, our Lead Director and executive pay committee chairman

GMI reported that Matthew Zames, Chief Operating Officer was given $17 million in 2013 Total Summary Pay. Unvested equity pay partially or fully accelerate upon CEO termination. Accelerated equity vesting allows executives to realize lucrative pay without necessarily having earned it through strong performance. JPM had not disclosed specific, quantifiable performance objectives for our CEO.

The GMI Environmental, Social and Governance (ESG) rating for JPM remained an overall F since its initial ESG rating assignment in 2012.

Returning to the core topic of this proposal from the context of our clearly improvable corporate governance, please vote to protect shareholder value:

Special Shareowner Meetings — Proposal 7

BOARD RESPONSE TO PROPOSAL 7

The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:

JPMorgan Chase provides for shareholder rights to call a special meeting and act by written consent while protecting the interests of the Firm and all of our shareholders. JPMorgan Chase already permits shareholders holding 20% or more of our outstanding shares of common stock to call special meetings, with procedural safeguards designed to protect the best interests of the Firm and all of our shareholders. Shareholders holding the same 20% also have the right to act by written consent under similar procedural safeguards. This right was implemented by our Board

in 2013.

To put this in perspective, according to the Sullivan & Cromwell 2014 Proxy Season Review, 60% of S&P 500 companies now provide shareholders with some right to call a special meeting. Of the S&P 500 companies incorporated in Delaware, the Firm’s 20% threshold is equal to or lower than the comparable requirements at



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approximately three-quarters of those that give shareholders the right to call meetings.

The ownership threshold avoids the waste of corporate resources in addressing narrowly supported interests. The ownership threshold safeguard seeks to ensure that shareholders who have limited support for the action intended to be proposed do not disadvantage other shareholders by causing the Firm to incur the unnecessary expense or disruption that can be associated with a special meeting.

JPMorgan Chase provides significant opportunities for shareholders to engage with management and the Board. Directors and senior management regularly meet with shareholders to communicate our strategy, performance and business practices. We also conduct a twice-annual formal shareholder outreach program, covering a wide range of issues with a broad group of shareholders.

We hosted approximately 90 shareholder outreach meetings and calls in 2014

We met with shareholders representing in the aggregate approximately 40% of our outstanding common stock during 2014

The information gained from these interactions with shareholders is shared regularly with the Firm’s senior management and the Board and is considered in the processes that set the strategic direction of the Firm.

In addition, in 2014 the Board endorsed the Shareholder Director Exchange (SDX) Protocol as a guide for effective, mutually beneficial engagement between shareholders and directors.

For additional information about our shareholder engagement and actions we have taken in response to these discussions, please see page 23 of this proxy statement.

The Firm has strong corporate governance standards. We are committed to strong corporate governance that promotes long-term shareholder value. Our governance policies and practices reflect our high standards of independence, transparency and shareholder rights, including:

Majority voting for the election of directors in uncontested elections

Annual election of all directors

Strong Lead Independent Director role

More than 90% of the Board and 100% of the Board’s principal standing committees are comprised of independent directors

Shareholders have explicit rights to call special meetings and to act by written consent



	The Board of Directors recommends a vote AGAINST this proposal.



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Proposal 8

How votes are counted — count votes using only for and against

Investor Voice, SPC, 10033-12th Avenue NW, Seattle, WA 98177, as agent for Ms. Mercy A. Rome and Equality Network Foundation, and co-sponsored by Ms. Stacey E. Shannon, each of which are the beneficial owners of our common stock with a market value in excess of $2,000, have advised us that they intend to introduce the following resolution:

RESOLVED: Shareholders of JPMorgan Chase & Co. (“~~JPM”~~JPMorgan” or “Company”) hereby request ~~that the Board of Directors adopt a policy, and amend the bylaws as necessary, to require the Chair of~~ the Board of Directors to take or initiate the steps necessary to amend the Company’s governing documents to provide that all matters presented to shareholders, other than the election of directors, shall be ~~an independent member~~decided by a simple majority of the ~~Board.~~shares voted FOR and AGAINST an item. This ~~independence requirement~~policy shall apply ~~prospectively so as not~~ to ~~violate any contractual obligation at the time this resolution is adopted. Compliance with this policy is waived if no independent director is available and willing to serve as Chair.~~all such matters unless share-holders have approved higher thresholds, or applicable laws or stock exchange regulations dictate otherwise.

~~SUPPORTING STATEMENT~~Supporting Statement

~~JPM CEO James Dimon also serves~~As shareholders, we encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and regulation. JPMorgan does not disclose its trade association payments or the portions used for lobbying on its website. We commend JPMorgan for restricting its trade associations from using its payments for political contributions but this does not cover payments used for lobbying. This leaves a serious disclosure gap, as ~~chair~~trade associations generally spend far more on lobbying than on political contributions.

JPMorgan is a member of the ~~board~~Chamber of ~~directors. We believe~~Commerce, which has been characterized as “by far the ~~combination~~most muscular business lobby group in Washington,” spending over $ 91 million in the first three quarters of ~~these two roles in~~2014 and more than $1 billion on lobbying since 1998 (Center for Responsive Politics). The Chamber actively lobbies against legislation and regulations on climate change while the bank has a single person weakens a corporation’s governance which can harm shareholder value. As Intel former chair Andrew Grove stated, “The separation of the two jobs goes to the heart of the conception of a corporation. Is a company a sandboxstrong environmental policy. Contradictions like this pose reputational risks for the ~~CEO,~~company.

JPMorgan has spent over $33 million in the past five years on direct federal lobbying activities, according to disclosure reports (Senate Records). These figures do not include lobbying expenditures to influence legislation in states, where JPMorgan also lobbies but disclosure requirements are uneven or ~~is the CEO an employee? If he’s an employee, he needs a boss, and that boss is the board. The chairman runs the board. How can the CEO be his own boss?”~~absent. For example JPMorgan spent more than $145,000 lobbying in California for 2013 (http://cal-access.ss.ca.gov/).

~~In our view, shareholder value is enhanced by an independent board chair who can provide a balance of power between the CEO and the board, and~~We urge support strong board leadership. The primary duty of a board of directors is to oversee the management of a company on behalf of its shareholders. We believe that a CEO who also serves as chair operates under a conflict of interest that can result in excessive management influence on the board and weaken the board’s oversight of management.

An independent board chair has been found in academic studies to improve the financial performance of public companies. A 2007 Booz & Co. study found that in 2006, all of the underperforming North American companies with long-tenured CEOs lacked an independent board chair ~~(The Era of the Inclusive Leader,~~ Booz Allen Hamilton, Summer 2007). Another study found that, worldwide, companies are now routinely separating the jobs of chair and CEO: less than 12 percent of incoming CEOs were also made chair in 2009, compared with 48 percent in 2002 ~~(CEO Succession 2000-2009: A Decade of Convergence and Compression,~~ ~~Booz & Co. Summer 2010).~~

We believe that independent board leadership would be particularly constructive at JPM, where the “London Whale” trading fiasco, in which our company recorded $5.8 billion of principal transactions losses from the synthetic credit portfolio, “tainted Mr. Dimon’s reputation as one of Wall Street’s best risk managers, and raised questions about the board’s oversight” (“Cold Eye Over ‘Whale’ Probe,” ~~Wall Street Journal,~~ ~~August 20, 2012). In connection with those losses, JPM acknowledged that its “framework~~ for managing risks and risk management procedures and practices may not be effective” (10-Q). This proposal received 40 percent support in 2012 days after the first “London Whale” loss disclosure (“Did the Timing of Disclosure Save Jamie Dimon’s Job as JPMorgan Board Chairman?” ~~New York Observer,~~ ~~May 16, 2012).~~

~~Board response to proposal 6:~~

~~The Board of Directors recommends that shareholders vote AGAINST~~ this ~~proposal for the following reasons:~~proposal.

~~The Board leadership structure already provides the independent leadership and oversight of management~~



44		~~JPMorgan Chase~~ JPMORGAN CHASE & ~~Co./ 2013 Proxy Statement~~CO. • 2015 PROXY STATEMENT • 87

approximately three-quarters of those that give shareholders the right to call meetings.

The ~~proposed policy is unnecessary because our business practices already reflect our~~ownership threshold avoids the waste of corporate resources in addressing narrowly supported interests. The ownership threshold safeguard seeks to ensure that shareholders who have limited support ~~and respect~~ for the ~~protection of fundamental human rights and~~action intended to be proposed do not disadvantage other shareholders by causing the ~~prevention of crimes against humanity.~~ ~~Our concern for~~Firm to incur the protection of human rights is reflected in our Human Rights Statement and guided by the principles set forth in the United Nations Universal Declaration of Human Rights. We welcome input from employees, shareholders, and the concerned stakeholder community on human rights issues.unnecessary expense or disruption that can be associated with a special meeting.

~~We hold securities in many different capacities.~~ While we are a shareholder of record in PetroChina shares, the vast majority of the shares attributable to us are in our custody business, where we do not own the shares outright but instead hold them at the direction of our customers, who are the share owners. We purchase, sell and vote these shares only as directed by our customers. In our asset management business, we act as a fiduciary on behalf of clients and we seek to meet the financial objectives of those clients. In our trading business, we may hold positions from time to time in companies to meet customer demands or to offset client transactions.

~~We have incorporated environmental, social and governance considerations in our investment process as directed by our clients.~~ ~~In our asset management business, in furtherance of our fiduciary obligations, we seek~~JPMorgan Chase provides significant opportunities for shareholders to engage with ~~companies~~management and the Board. Directors and senior management regularly meet with shareholders to ~~understand all aspects of their~~communicate our strategy, performance and business ~~including where environmental, social and governance concerns have been raised.~~

practices. We ~~use our risk management processes and procedures to consider human rights and other reputational issues associated with our businesses.~~ ~~We disagree with the proponent’s view that additional internal procedures or policies are required. The Firm has~~also conduct a robust risk management framework, as described in our Annual Report, and management routinely reviews specific business clients and transactions including where appropriate for consistency with our Human Rights Statement. As a result of these reviews, we have chosen in some cases not to pursue business with certain companies and in other cases to engage in a discussion with the management of companies whose businesses have raised concerns. In addition, in the case of Sudan, a legal framework has been established by the U.S. government that imposes certain legal restrictions regarding business dealings withtwice-annual formal shareholder outreach program, covering a wide range of ~~companies~~issues with a broad group of shareholders.

We hosted approximately 90 shareholder outreach meetings and ~~individuals. JPMorgan Chase~~calls in 2014

We met with shareholders representing in the aggregate approximately 40% of our outstanding common stock during 2014

The information gained from these interactions with shareholders is ~~subject to~~shared regularly with the Firm’s senior management and ~~complies with these restrictions; we do not engage~~the Board and is considered in ~~business with any entity prohibited by~~ the ~~U.S. government~~processes that set the strategic direction of the Firm.

In addition, in 2014 the Board endorsed the Shareholder Director Exchange (SDX) Protocol as a ~~result~~guide for effective, mutually beneficial engagement between shareholders and directors.

For additional information about our shareholder engagement and actions we have taken in response to these discussions, please see page 23 of this proxy statement.

The Firm has strong corporate governance standards. We are committed to strong corporate governance that promotes long-term shareholder value. Our governance policies and practices reflect our high standards of independence, transparency and shareholder rights, including:

Majority voting for the election of directors in uncontested elections

Annual election of all directors

Strong Lead Independent Director role

More than 90% of the ~~entity’s directing or contributing~~Board and 100% of the Board’s principal standing committees are comprised of independent directors

Shareholders have explicit rights to ~~violence in Sudan.~~call special meetings and to act by written consent

~~Accordingly, the Board recommends a vote against this proposal.~~



	The Board of Directors recommends a vote AGAINST this proposal.

~~Proposal 9 — Disclose Firm payments used directly or indirectly~~

Investor Voice, SPC, 10033-12th Avenue NW, Seattle, WA 98177, as agent for ~~lobbying, including specific amounts~~Ms. Mercy A. Rome and ~~recipients’ names~~

Sisters of St. Francis of Philadelphia, 609 S. Convent Road, Aston PA 19014, the holder of 17,967 shares of common stock, has advised us that they intend to introduce the following resolution, which isEquality Network Foundation, and co-sponsored by ~~Walden Asset Management, Providence Trust, Congregation of Divine Providence, Inc., Benedictine Sisters of Monasterio Pan de Vida, Mr. Allen Hancock, and Marianist Province of the United States,~~Ms. Stacey E. Shannon, each of which are the beneficial owners of our common stock with a market value in excess of ~~$2,000:~~$2,000, have advised us that they intend to introduce the following resolution:

~~Whereas~~RESOLVED, we rely on the information provided by our company to evaluate goals and objectives, and we, therefore, have a strong interest in full disclosure of our company’s lobbying to assess whether our company’s lobbying is consistent with its expressed goals and in the best interests of shareholders and long-term value.

~~Resolved,~~ ~~the shareholders~~: Shareholders of JPMorgan Chase & Co. (“JPMorgan” or “Company”) hereby request the Board ~~authorize~~of Directors to take or initiate the ~~preparation~~steps necessary to amend the Company’s governing documents to provide that all matters presented to shareholders, other than the election of directors, shall be decided by a ~~report, updated annually, disclosing:~~


1.	~~Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.~~


2.	~~Payments by JPMorgan used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.~~


3.	~~JPMorgan’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.~~


4.	~~Description of the decision making process and oversight by management and the Board for making payments described in sections 2 and 3 above.~~

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipientsimple majority of the ~~communication~~shares voted FOR and AGAINST an item. This policy shall apply to ~~take action with respect to the legislation~~all such matters unless share-holders have approved higher thresholds, or ~~regulation. “Indirect lobbying” is lobbying engaged in by a trade association~~applicable laws or ~~other organization of which the bank is a member.~~stock exchange regulations dictate otherwise.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. Neither “lobbying” nor “grassroots lobbying communications” include efforts to participate or intervene in any political campaign or to influence the general public or any segment thereof with respect to an election or referendum.

~~The report shall be presented to the Audit Committee or other relevant oversight committees of the Board and posted on the company’s website.~~

Supporting Statement

As shareholders, we encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and ~~regulation both directly and indirectly. Absent a system of accountability, company assets could be~~regulation. JPMorgan does not disclose its trade association payments or the portions used for ~~objectives contrary to JPMorgan’s long-term interests.~~lobbying on its website. We commend JPMorgan for restricting its trade associations from using its payments for political contributions but this does not cover payments used for lobbying. This leaves a serious disclosure gap, as trade associations generally spend far more on lobbying than on political contributions.

JPMorgan is a member of the Chamber of ~~Commerce. The Chamber of~~ Commerce, which has been characterized as “by far the most muscular business lobby group in ~~Washington” (“Chamber~~Washington,” spending over $ 91 million in the first three quarters of ~~Secrets,”~~ ~~Economist, April 21, 2012)~~2014 and ~~has spent over $300 million~~more than $1 billion on lobbying since ~~2010.~~1998 (Center for Responsive Politics). The Chamber actively lobbies against legislation and regulations on climate change while the bank has a strong environmental policy. Contradictions like this pose reputational risks for the company.

JPMorgan ~~does not disclose its trade association payments or the portions used for lobbying on its website.~~

~~JPMorgan~~has spent over ~~$15~~$33 million in ~~2010 and 2011~~the past five years on direct federal lobbying activities, according to disclosure reports (~~Senate Records~~)(Senate Records). These figures do not include lobbying expenditures to influence legislation in ~~states.~~states, where JPMorgan also lobbies ~~at the state level with at least 340 lobbyists~~but disclosure requirements are uneven or absent. For example JPMorgan spent more than $145,000 lobbying in ~~24 states between 2003 and 2011 (National Institute on Money in State Politics)~~California for 2013 (http://cal-access.ss.ca.gov/).

~~Board response to proposal 9:~~We urge support for this proposal.

BOARD RESPONSE TO PROPOSAL 6

The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:

We believe that it is in the shareholders’ best interests for the Firm to be an effective participant in the ~~legislative and regulatory process and that governance~~policymaking process. Governance and transparency are important components of our ~~process.~~ ~~The Firm supports its interests in the public arena in a variety of ways.~~approach. Our philosophy, policies and disclosures concerning ~~political contributions and legislative~~ lobbying, as well as the compliance procedures and



50	~~JPMorgan Chase & Co./ 2013 Proxy Statement~~

~~Table of Contents~~

oversight we have in place, reflect our commitment to civic participation and transparency. These are described in our Statement on Policy Engagement and Political ~~Activities Statement,~~Participation, which can be found on our ~~public Website~~website at ~~www.jpmorganchase.com under Governance.~~jpmorganchase.com/politicalactivities.

The ~~Firm’s political~~Firm supports its interests in the public arena in a variety of ways, and our lobbying activities are subject to strong governance. ~~These activities are managed by the~~The Global Government Relations and Public Policy ~~department. This~~department manages the Firm’s lobbying activities, and this department reports to the Board’s Public Responsibility Committee on ~~significant policies and practices regarding political contributions made by the Firm and Firm-affiliated political action committees (or PACs),~~ major lobbying priorities and principal trade association memberships that relate to the Firm’s public policy objectives. This organization and leadership helps us focus the Firm’s efforts on those public policy issues most relevant to the long-term interests of the ~~enterprise~~Firm overall and to our clients and shareholders.

The Firm discloses all contributions made by its affiliated PACs to candidates for political office, party committees, political action committees, and 527 organizations; the Firm makes no contributions with corporate funds to these entities. A list of the amounts and recipients of the contributions made by the Firm-affiliated PACs (which are funded entirely by voluntary contributions from the Firm’s employees) is posted on the Firm’s public Website, and the Firm has committed to make this disclosure annually. This information is also made publicly available by the various jurisdictions in which we report. The Firm may from time to time support state ballot initiatives and broad-based groups organized under Section 527 of the Internal Revenue Code, but not to support the election of any specific candidate or for the purpose of funding specific expenditures or communications; we voluntarily disclose such contributions on our Website. The Firm does not make independent political expenditures, including electioneering communications, notwithstanding the Supreme Court’s decision in ~~Citizens United~~ ~~that corporations may make such expenditures.~~

The Firm belongs to a number of trade associations representing the interests of ~~both~~ the financial services industry, and ~~the broader business community, and~~ we disclose on our ~~Website~~website the principal trade associations to which we belong.¹These organizations work to represent the industry and advocate on major policy issues of importance to the Firm and the communities we serve. The Firm’s participation as a member of these associations comes with the understanding that we may not always agree with all of the positions of the organization or other members. ~~Payments to these~~

The Firm restricts organizations from using the Firm’s funds, including membership fees and dues, ~~may not be used~~ for any election-related activity at the federal, state or local ~~level, including~~level. This restriction includes contributions and expenditures (including independent expenditures) in support of, or opposition to, any candidate for any office, ballot initiative campaign, political party committee or PAC. ~~Each~~In fact, given our prudent policies and practices described above and in our Policy Statement, we received a top-ten ranking for political disclosure and accountability by the 2014 CPA-Zicklin Index of Corporate Political Accountability and Disclosure, which ranks the political spending disclosure of the top 300 companies in the S&P 500.

The Firm, and trade associations to which we belong, are subject to public disclosure obligations with respect to lobbying. The Firm publicly discloses U.S. federal lobbying costs — those paid directly as well as through trade associations — and the issues to which our lobbying efforts relate in quarterly reports filed pursuant to the Lobbying Disclosure Act. The Firm also discloses state and local lobbying costs where required by applicable law. In addition, each trade association to which the Firm belongs is ~~currently~~ subject to public disclosure obligations with respect to ~~all~~its lobbying as well as to the political contributions and expenditures it makes. ~~Therefore,~~

We have received proposals like this in each of the past two years, and they have consistently received low levels of shareholder support. In 2014, 6.36% of votes cast supported it; in 2013, 8.19% supported it.

In light of the above, the proposed report ~~would be~~is unnecessary and not in the best interests of ~~no appreciable benefit to~~our Firm or our shareholders.

~~Accordingly, the Board recommends a vote against~~



	The Board of Directors recommends a vote AGAINST this proposal.