JPMORGAN CHASE & CO

The proposal asks the Board to publish a report, excluding proprietary or privileged information, describing how the Firm’s $1.5 trillion Security and Resiliency Initiative (SRI) is congruent with JPMorgan Chase’s existing climate-related commitments and portfolio carbon-intensity targets. The proponent highlights potential tensions between financing industrial and energy resilience projects (including hydrocarbons, nuclear and mining) and the Firm’s sector-level carbon intensity targets based on the IEA Net Zero by 2050 scenario. The requested report should describe Board oversight, evaluation, and how management reconciles SRI activities with existing climate frameworks and client engagement practices. The proponent argues shareholders need clarity about potential trade-offs between energy/security objectives and emissions-reduction commitments.

This proposal asks the Board to adopt an enduring policy (and amend governing documents as needed) so that the offices of Chair and CEO are held by separate individuals, and that the Chair be an independent director. The resolution would not prevent the Board from appointing an interim non-independent Chair while seeking a permanent independent Chair. The proponent argues such separation would strengthen independent oversight, mitigate conflicts of interest, and improve accountability and shareholder confidence. The supporting statement cites various reputational and operational incidents as rationale for increasing independent board leadership.

The proposal asks the Board to prepare a report, at reasonable cost and excluding confidential information, evaluating the alignment between JPMorgan Chase’s lobbying and public policy advocacy and its stated public policy positions. The requested analysis should cover both direct lobbying and indirect advocacy through trade associations and politically active social welfare organizations, and describe the criteria used to assess alignment. The proponent highlights reputational and financial risks where external advocacy by groups the firm supports appears to contradict the Company’s public commitments (for example on climate and shareholder rights). The report could describe governance, escalation and mitigation approaches the Company uses when misalignment is identified.

The proposal requests a report, prepared at reasonable cost and omitting proprietary information, evaluating whether the Company’s sustainability investments disclosed in the 2024 Sustainability Report were authorized using positive net present value (NPV) analysis and whether they are maintained using quantifiable return-on-investment (ROI) metrics. The proponent references the Firm’s $2.5 trillion Sustainable Development Target and other large sustainability commitments, and argues that disclosures emphasizing total dollars committed do not demonstrate whether those deployments were evaluated using conventional financial criteria. The requested report would cover the Green, Development Finance and related objectives and identify how commercial value was assessed and monitored. The proposal’s rationale is that shareholders need assurance these sustainability activities are grounded in financial discipline rather than being primarily volume-driven.