U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
JP MORGAN CHASE & CO.
___________________________________________________________________________
2. Name of the person relying on exemption:
CTW INVESTMENT GROUP
___________________________________________________________________________
3. Address of the person relying on exemption:
1900 L STREET, NW, SUITE 900 WASHINGTON,DC 20036
___________________________________________________________________________
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a6(g)(1):
CTW INVESTMENT GROUP
RE: PLEASE CONSIDER THE CONFLICTS OF INTERESTS AND OTHER CONCERNS THAT EXIST
WITH J.MORGAN DIRECTORS CROWN, FUTTER, COTE AND JACKSON WHEN MAKING YOUR
VOTING DECISIONS
May 16, 2013
Dear fellow JPMorgan shareholder:
As you finalize important voting decisions ahead of JPMorgan's 2013 annual
shareholder meeting on May 21st, we urge you to consider the extensive web of
potential conflicts of interest, as well as other concerns, involving the key
directors at the epicenter of the failures of risk oversight and internal
control monitoring leading up to the so-called "London Whale" trading
debacle. While individually these potential conflicts may not rise to the
level of materiality requiring formal disclosure, we believe that taken
together, and particularly given the lengthy tenures of many directors,
they demand close scrutiny from shareholders.
As outlined in our April 16, 2013 letter to shareholders, we believe the
board must take urgent actions to remedy the longstanding weaknesses in the
expertise and credibility of our Risk Policy and Audit Committees exposed by
the London Whale. Accordingly, in the absence of any genuine efforts by the
board to address these concerns, we urge you to vote AGAINST:
- the re-election of long-time members of the Risk Policy Committee,
James S. Crown, Ellen V. Futter and David M. Cote; and
- Audit Committee chair Laban P. Jackson.
ELLEN FUTTER'S POTENTIAL CONFLICTS OF INTEREST
JPMORGAN AND ITS EXECUTIVES PROVIDE SUPPORT TO THE AMERICAN MUSEUM OF NATURAL
HISTORY (AMNH), WHERE FUTTER HAS SERVED AS PRESIDENT SINCE 1993
- JPMorgan provides credit to the AMNH, including a recent extension of
a $20 million line of credit, market making, and the underwriting of a
$39 million bond issuance.[i]
- JPMorgan has given over $3 million to the museum during Futter's board
service.[ii]
- Jamie Dimon's wife, Judith, served on the AMNH Advisory Council from
1998 to 2008[iii] and Jamie and Judith Dimon and the Dimon Foundation
have contributed thousands to the museum over the years.[iv]
- James Staley, who served as Chief Executive of JPMorgan's Investment-
Banking Division until he left the company in Jan. 2013[v], is a long
time member of the Advisory Council and donor to the Museum.[vi]
FUTTER'S OTHER PUBLIC BOARDS HAVE PROVIDED SUPPORT TO THE AMNH DURING HER
TENURE
- CONSOLIDATED EDISON: A year after she joined the board in 1997, the
CEO[Chair Eugene McGrath, became a trustee of the AMNH's board and
of Barnard College's Board, where Futter also served.[vii] The company
donated over $2 million during Futter's board tenure.[viii]
- AMERICAN INTERNATIONAL GROUP: For the majority of Futter's tenure
(1999-2008), Maurice "Hank" Greenberg was CEO[Chair.[ix] Greenberg
became a trustee at the AMNH in 2000 and remained on the board until
2005.[x] The Starr Foundation, chaired by Greenberg, gave $36 million
shortly after Futter joined the board.[xi]
- VIACOM: During Futter's tenure on the board (2006-2007)[xii], then-
CEO[Chair Thomas Freston served as an AMNH trustee, and Viacom donated
between $75,000 and $150,000.[xiii]
- BRISTOL MYERS SQUIBB COMPANY: Bristol-Myers gave over $5 million to the
museum during Futter's tenure as director (1990-2005).[xiv] From 1998
to 2001, then-CEO[Chair Charles Heimbold served as an AMNH trustee.[xv]
1900 L Street, NW, Suite 900 Washington, DC 20036 - 202-721-6060
www.ctwinvestmentgroup.com
Page 2 of 4
JAMES CROWN'S POTENTIAL CONFLICTS OF INTEREST
CROWN HAS A POTENTIALLY EXTENSIVE FINANCIAL RELATIONSHIP WITH JPMORGAN
- Henry Crown & Co., the Crown family's investment company, leases office
space to and receives extensions of credit and advisory services from
JPMorgan.
THERE ARE MULTIPLE NON-PROFIT TIES BETWEEN CROWN AND JAMIE DIMON
- Both Jamie Dimon and James Crown served together on the Board of
Trustees for the University of Chicago for several years, during which
Dimon was already serving as Chair and CEO of JPMorgan.[xvi]
- In 2008 and 2009 Judith Dimon served alongside Paula Crown as senior
trustees of the board of the Latin School of Chicago.[xvii]
- Paula Crown is a trustee of Conversational International,[xviii] a
group to which the JPMorgan Chase Foundation provided the second of
two $1 million grants in 2011.[xix]
- James Crown serves as a trustee of the Museum of Science and Industry
in Chicago. JPMorgan was a presenting sponsor of the 31st Annual
Columbian Ball in 2011.[xx] Glenn Tilton, a director of the Museum
became chairman of JPMorgan's Midwest business and a member of its
firm-wide Executive Committee in 2011.[xxi]
DAVID COTE'S POTENTIAL CONFLICTS OF INTEREST
JPMORGAN EXECUTIVES AND DIRECTORS ARE HEAVILY INVOLVED IN "FIX THE DEBT"
COALITION
- Jamie Dimon and Cote both sit on the CEO Fiscal Leadership Council
of Fix the Debt.[xxii] Cote is also a Steering Committee member
along with James Lee, Vice Chair and Executive Committee member of
JPMorgan.
- The Fix the Debt organization was founded by Erskine Bowles, the husband
of fellow JPMorgan director, Crandall Bowles, and Alan Simpson who led
the National Commission on Fiscal Responsibility and Reform on which
Cote also served as a commissioner.[xxiii]
- Media outlets report that key meetings of the group were held at
JPMorgan offices[xxiv] and that Jamie Dimon is a key figure in the
organization.[xxv]
- JPMorgan contributed $500,000 to the organization.[xxvi]
JPMORGAN HAS BUSINESS TIES TO HONEYWELL INTERNATIONAL, WHERE COTE HAS SERVED AS
CEO SINCE 2002
- JPMorgan supplies Honeywell and its subsidiaries with extensions of
credit and other financial and advisory services. JPMorgan also
purchases building safety and security equipment and maintenance
services from Honeywell.
This is not a proxy solicitation. Please do not send us your proxy card.
Page 3 of 4
LABAN JACKSON'S POOR RECORD OF DIRECTOR SERVICE
SHAREHOLDERS SHOULD ALSO CONSIDER JACKSON'S RECORD AS A BOARD MEMBER AT
OTHER COMPANIES BESIDES JPMORGAN:
- THE HOME DEPOT (2004-2008): As a member of the compensation committee,
Jackson was among the directors receiving over 30% investor opposition
in 2006[xxvii] as investors recoiled at the $124 million that CEO
Nardelli had received in compensation since taking over in 2000. The
annual meeting became infamous for the failure of any of the independent
directors to turn up to the annual meeting and for Nardelli's refusal to
take any general questions from investors.xxviii] The pay backlash and
poor shareholder performance under Nardelli led to his resignation a year
later and to one of the most exorbitant golden parachutes seen at the
time.[xxix]
- SIRVA (2006-2007): Jackson served on the audit committee.[xxx] The
company was suffering from material weaknesses in its internal controls
and restatement troubles[xxxi] and in October of 2006 the audit committee
replaced its independent auditor. Despite being elected for a two year
term, Jackson resigned in September of 2007.[xxxii] SIRVA filed for
Chapter 11 bankruptcy the following February.[xxxiii]
- IPIX CORP. (1999 2006): Jackson served on the audit committee from 1999
until shortly before the company's bankruptcy in 2006. In mid-2004,
after the independent auditor raised caution over the company as a
"going concern", the audit committee abruptly replaced the
auditor.[xxxiv]
In early 2005, the 2004 10-K was amended to report material weaknesses in
internal control over financial reporting.[xxxv] The company continued to
decline, reporting $22.4 million in losses in 2005[xxxvi] and $3.8
million in the first quarter of 2006. In July 2006, Jackson resigned
along with several other directors, leaving the board with only one audit
committee member. The company filed for Chapter 7 bankruptcy in August of
2006.[xxxvii]
THIS TUESDAY, MAY 21ST, SHAREHOLDERS MUST DEMAND HIGH QUALITY, ACCOUNTABLE AND
UNAMBIGUOUSLY INDEPENDENT DIRECTORS.
Accordingly, we urge you to vote AGAINST directors CROWN, FUTTER, COTE, AND
JACKSON at JPMorgan's annual meeting on May 21, 2013.
The CtW Investment Group works with pension funds sponsored by affiliates of
Change to Win - a federation of unions representing over six million members to
enhance long-term shareholder value through active ownership. These funds have
$250 billion in assets under management, and are substantial JPMorgan
shareholders. The CtW Investment Group has repeatedly raised concerns with
the board's oversight of risk management in a series of letters starting in
March 2011, and an in-person meeting in April 2011. For more information,
please contact my colleague Michael Pryce-Jones at 202-262-7437 or at
michael.pryce-jones@changetowin.org
Sincerely
/S/
Richard W. Clayton III
Research Director, CtW Investment Group
http://www.ctwinvestmentgroup.com
This is not a proxy solicitation. Please do not send us your proxy card.
[i] http://www.tcrnyc.org/documents/Refunding%20Revenue%20Bonds%20(American%20
Museum%20of%20Natural%20History),%20Series%202008A%20and%20Series%202008B,
%20June%201,%202012%20Remarketing%20Memorandum.pdf
[ii] American Museum of Natural History Annual Reports 1997 through 2011,
Available at: http://digitallibrary.amnh.org/museum/annual_reports
[iii] American Museum of Natural History Annual Reports 1998,2000, 2001, 2006,
2007, Available at: http://digitallibrary.amnh.org/museum/annual_reports
[iv] American Museum of Natural History Annual Reports 2006, 2007, 2008, 2009,
2010, Available at: http://digitallibrary.amnh.org/museum/annual_reports
[v] http://www.bloomberg.com/news/2013-01-08/jpmorgan-s-staley-quits-to-join-
bluemountain-hedge-fund.html[vi] American Museum of Natural History Annual
Reports 1998-2010, Available at: http://digitallibrary.amnh.org/museum/annual_
reports
[vii] http://www.sec.gov/Archives/edgar/data/23632/0000950123-98-003462.txt
[viii] American Museum of Natural History Annual Reports 1997 through 2011,
Available at: http://digitallibrary.amnh.org/museum/annual_reports
[ix] http://www.sec.gov/Archives/edgar/data/5272/000095011700000873/0000950117
-00-000873.txt
[x] American Museum of Natural History Annual Reports 2000 and 2001, Available
at: http://digitallibrary.amnh.org/museum/annual_reports
[xi] http://www.businessweek.com/stories/2005-04-10/aig-what-went-wrong
[xii] http://www.sec.gov/Archives/edgar/data/1339947/000119312508084844/
ddef14a.htm
[xiii] American Museum of Natural History Annual Reports 1997 through 2005,
Available at: http://digitallibrary.amnh.org/museum/annual_reports
[xiv] American Museum of Natural History Annual Reports 1992 through 2011,
Available at: http://digitallibrary.amnh.org/museum/annual_reports
[xv] http://www.sec.gov/Archives/edgar/data/14272/0000950117-98-000527.txt;
Museum Annual Report 2000, Available at: http://digitallibrary.amnh.org/
museum/annual_reports
[xvi] http://trustees.uchicago.edu/page/current-trustees; http://www-news.
uchicago.edu/releases/04/040304.bankone.shtml
[xvii] http://content.yudu.com/Library/A15p2n/LatinSchoolofChicago/resources/
20.htm
[xviii] http://www.conservation.org/about/team/bod/Pages/default.aspx
[xix] http://www.conservation.org/how/partnership/corporate/Pages/jpmorgan_
chase.aspx
[xx] http://www.msichicago.org/donate/how-to-make-a-gift/columbian-ball/
columbian-ball-2011/
[xxi]http://www.jpmorgan.com/cm/cs?pagename=JPM_redesign/JPM_Content_C/
Generic_Detail_Page_Template&cid=1307139763039&c=JPM_Content_C
[xxii] http://www.fixthedebt.org/uploads/files/CEO-Fiscal-Leadership-
Council-Membership.pdf
[xxiii] http://www.fixthedebt.org/uploads/files/CEO-Fiscal-Leadership-
Council-Membership.pdf; http://www.fiscalcommission.gov/members
[xxiv] http://nymag.com/daily/intelligencer/2012/11/how-fix-the-debt-won-
over-wall-street.html
[xxv] http://www.washingtonpost.com/business/economy/ceos-warn-obama-congress-
to-avoid-fiscal-cliff/2012/10/18/6aeb7186-1914-11e2-aa6f-3b636fecb829_story.html
[xxvi] http://online.wsj.com/article/SB1000142412788732403140457848140232
6581498.html
[xxvii] http://www.sec.gov/Archives/edgar/data/354950/000110465906038852/
a06-12315_110q.htm#Item4_SubmissionOfMattersToAVoteO_201340 see page 25 for vote
results
[xxviii] http://usatoday30.usatoday.com/money/companies/management/2006-
05-25-nardelli_x.htm
[xxix] http://www.nbcnews.com/id/16451112/ns/business-us_business/t/home-depot-
ceo-nardelli-quits/#.UYK6h7WKLmc
[xxx] See page 24 of 2007 proxy statement http://www.sec.gov/Archives/edgar/
data/1181232/000110465907055646/a07-17974_1def14a.htm
[xxxi] http://www.sec.gov/Archives/edgar/data/1181232/000110465907051093/
a07-16409_210k.htm, see Risk Factors, page 12/13
[xxxii] http://www.wnd.com/markets/action/getedgarwindow?accesscode=
110465907070330
[xxxiii] http://www.bizjournals.com/birmingham/stories/2008/02/25/
story8.html?page=all
[xxxiv] http://www.sec.gov/Archives/edgar/data/1088022/
000100579404000490/ipix8k061404.txt
[xxxv] http://www.sec.gov/Archives/edgar/data/1088022/000100579405000
381/ipix10ka042905.txt
[xxxvi] http://www.securitydirectornews.com/general-news/360-firm-ipix-
goes-under
[xxxvii] http://www.securitydirectornews.com/general-news/360-firm-
ipix-goes-under