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): December 14, 2021
JPMorgan Chase & Co.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | 1-5805 | 13-2624428 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. employer
identification no.) |
| | | | |
| 383 Madison Avenue, | | | |
| New York, | New York | | | 10179 |
| (Address of principal executive offices) | | | (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:
| | | | | | | | |
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | | | | |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | | | | |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | | | | | | |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock | JPM | The New York Stock Exchange |
| Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DD | JPM PR D | The New York Stock Exchange |
| Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock, Series EE | JPM PR C | The New York Stock Exchange |
| Depositary Shares, each representing a one-four hundredth interest in a share of 4.75% Non-Cumulative Preferred Stock, Series GG | JPM PR J | The New York Stock Exchange |
| Depositary Shares, each representing a one-four hundredth interest in a share of 4.55% Non-Cumulative Preferred Stock, Series JJ | JPM PR K | The New York Stock Exchange |
| Depositary Shares, each representing a one-four hundredth interest in a share of 4.625% Non-Cumulative Preferred Stock, Series LL | JPM PR L | The New York Stock Exchange |
| Depositary Shares, each representing a one-four hundredth interest in a share of 4.20% NonCumulative Preferred Stock, Series MM | JPM PR M | The New York Stock Exchange |
| Alerian MLP Index ETNs due May 24, 2024 | AMJ | NYSE Arca, Inc. |
| Guarantee of Callable Fixed Rate Notes due June 10, 2032 of JPMorgan Chase Financial Company LLC | JPM/32 | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 (e) Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2021, the independent members of the Compensation & Management Development Committee (“CMDC”) of the Board of JPMorgan Chase & Co. (the “Firm”) awarded Daniel Pinto, the Firm’s Co-President, Co-Chief Operating Officer and CEO of the Corporate & Investment Bank, 750,000 options in the form of stock appreciation rights.
The CMDC made this special award for prospective purposes, with respect to Mr. Pinto’s promotion to the Firm’s sole President and Chief Operating Officer, effective January 1, 2022, and as part of the Board’s retention planning.
The special award also reflects the CMDC’s desire for Mr. Pinto to continue his outstanding leadership in this new role for a further significant number of years. The options are not part of Mr. Pinto’s regular annual compensation and will not be awarded on a regularly recurring basis.
The terms of the grant are distinct from, and are generally more restrictive than, other equity grants regularly awarded by the Firm. The options will have an exercise price equal to the average of the high and low prices of JPMorgan Chase & Co. common stock on December 14, 2021 (the “Effective Date”). The options have a ten-year term, will become exercisable no earlier than December 14, 2026, or five years after the Effective Date, and are subject to clawback and recovery provisions.1 Vesting is subject to continuous employment with the Firm, with certain limited exceptions.
Moreover, net shares delivered from the exercise of the options must be held until December 14, 2031, which coincides with the end of the ten-year term of the options. Net shares received from exercise are also subject to the Firm’s stock ownership guideline and retention requirements applicable to the Firm’s Operating Committee members.
------------------------
1 Equity incentives are subject to the JPMorgan Chase Bonus Recoupment Policy which applies in the event of a material restatement of the Firm's financial results. In addition, all equity awards granted in 2021 contain recapture provisions that enable the Firm to cancel outstanding awards and/or recover the value of certain stock distributed under the award in specified circumstances. In addition to recapture provisions, portions of equity awards awarded to the President and Chief Operating Officer are also subject to additional Protection-based Vesting provisions under which awards may be cancelled as determined by the CMDC.
A copy of the Terms and Conditions of the award is attached as Exhibit 99. The information set forth in Exhibit 99 shall be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibit
| | | | | | | | |
| | |
| Exhibit No. | | Description of Exhibit |
| | |
| 99 | | |
| 101 | | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| JPMorgan Chase & Co. |
| (Registrant) |
| | | | | |
| By: | /s/ John H. Tribolati |
| John H. Tribolati |
| Corporate Secretary |
