UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):May 16, 2006
JPMORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)
Delaware | 1-5805 | 13-2624428 |
(State or other | (Commission File | (IRS Employer |
270 Park Avenue, New York, NY | 10017 |
(Address of Principal Executive Office) | (Zip Code) |
Registrant's telephone number, including area code: (212) 270-6000
__________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 8.01 Other Events.
Registrant held its Annual Meeting of shareholders on Tuesday, May 16, 2006. A total of 2,999,432,336 shares were represented in person or by proxy, or 86.27% of the total shares outstanding. The results of shareholder voting on the thirteen proposals presented were as follows:
MANAGEMENT PROPOSALS: |
Proposal 1- Shareholders elected the 14 Director nominees named in the Proxy Statement:
Name | For | Withheld |
John H. Biggs | 2,943,318,653 | 56,112,621 |
Stephen B. Burke | 2,917,950,129 | 81,481,144 |
James S. Crown | 2,917,987,640 | 81,443,634 |
James Dimon | 2,920,586,496 | 78,844,778 |
Ellen V. Futter | 2,928,856,529 | 70,574,745 |
William H. Gray, III | 2,882,040,252 | 117,391,022 |
William B. Harrison, Jr. | 2,913,479,308 | 85,951,966 |
Laban P. Jackson, Jr. | 2,911,100,353 | 88,330,921 |
John W. Kessler | 2,913,548,591 | 85,882,683 |
Robert I. Lipp | 2,916,479,027 | 82,952,247 |
Richard A. Manoogian | 2,906,415,122 | 93,016,152 |
David C. Novak | 2,866,263,318 | 133,167,956 |
Lee R. Raymond | 2,895,164,036 | 104,267,238 |
William C. Weldon | 2,940,191,448 | 59,239,826 |
There were no broker non-votes.
Proposal 2 - Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Registrant's independent registered public accounting firm for 2006:
For | Against | Abstain |
2,923,459,140 | 48,531,932 | 27,441,264 |
97.47 % of voted | 1.62% of voted | 0.91%f voted |
98.37% of votes for and against | 1.63% of votes for and against |
There were no broker non-votes.
SHAREHOLDER PROPOSALS:
Proposal 3 - Shareholders did not approve the proposal on stock options:
For | Against | Abstain |
95,422,307 | 2,339,765,692 | 41,554,143 |
3.85% of voted | 94.47% of voted | 1.68% of voted |
3.92% of votes for and against | 96.08% of votes for and against |
There were 522,690,194 broker non-votes.
Proposal 4 - Shareholders approved the proposal on performance-based restricted stock
For | Against | Abstain |
1,300,589,447 | 1,135,333,035 | 40,807,294 |
52.51% of voted | 45.84% of voted | 1.65% of voted |
53.39% of votes for and against | 46.61% of votes for and against |
There were 522,702,560 broker non-votes.
Proposal 5 - Shareholders did not approve the proposal on separation of Chairman and CEO:
For | Against | Abstain |
939,859,280 | 1,499,577,559 | 37,292,939 |
37.95% of voted | 60.55% of voted | 1.50% of voted |
38.53% of votes for and against | 61.47% of votes for and against |
There were 522,702,558 broker non-votes.
Proposal 6 - Shareholders did not approve the proposal on sexual orientation:
For | Against | Abstain |
42,393,617 | 2,286,789,588 | 147,559,863 |
1.71% of voted | 92.33% of voted | 5.96% of voted |
1.82% of votes for and against | 98.18% of votes for and against |
There were 522,689,268 broker non-votes.
Proposal 7 - Shareholders approved the proposal on special shareholder meetings:
For | Against | Abstain |
1,587,130,893 | 849,150,260 | 40,455,273 |
64.08% of voted | 34.28% of voted | 1.64% of voted |
65.15% of votes for and against | 34.85% of votes for and against |
There were 522,695,910 broker non-votes.
Proposal 8- Shareholders did not approve the proposal on lobbying priorities report:
For | Against | Abstain |
598,506,528 | 1,603,708,628 | 274,527,635 |
24.17% of voted | 64.75% of voted | 11.08% of voted |
27.18% of votes for and against | 72.82% of votes for and against |
There were 522,689,545 broker non-votes.
Proposal 9 - Shareholders did not approve the proposal on political contributions report:
For | Against | Abstain |
638,158,626 | 1,568,100,324 | 270,465,733 |
25.77% of voted | 63.31% of voted | 10.92% of voted |
28.92% of votes for and against | 71.08% of votes for and against |
There were 522,707,653 broker non-votes.
Proposal 10 - Shareholders did not approve the proposal on poison pill:
For | Against | Abstain |
431,681,506 | 2,004,161,372 | 40,902,938 |
17.43% of voted | 80.92% of voted | 1.65% of voted |
17.72% of votes for and against | 82.28% of votes for and against |
There were 522,686,520 broker non-votes.
Proposal 11 - Shareholders did not approve the proposal on cumulative voting:
For | Against | Abstain |
1,088,459,646 | 1,281,677,853 | 106,594,114 |
43.95% of voted | 51.75% of voted | 4.30% of voted |
45.92% of votes for and against | 54.08% of votes for and against |
There were 522,700,723 broker non-votes.
Proposal 12 - Shareholders did not approve the proposal on bonus recoupment:
For | Against | Abstain |
546,303,134 | 1,858,112,390 | 72,308,984 |
22.06% of voted | 75.02% of voted | 2.92% of voted |
22.72% of votes for and against | 77.28% of votes for and against |
There were 522,707,828 broker non-votes.
Proposal 13 - Shareholders did not approve the proposal on overcommitted directors:
For | Against | Abstain |
131,159,761 | 2,292,993,843 | 52,588,087 |
5.30% of voted | 92.58% of voted | 2.12% of voted |
5.41% of votes for and against | 94.59% of votes for and against |
There were 522,690,645 broker non-votes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JPMORGAN CHASE & CO. | ||
By: | /s/ Anthony J. Horan | |
Name: | Anthony J. Horan |
Date: May 18, 2006
