Bay Point, CA. 94565 October 22, 2015 Secretary JPMorgan Chase & Co. Office of the Secretary 270 Park Avenue New York, NY 10017 (post mail & email corporate.secretary@jpmchase.com) Re: Shareholder Proposal on Executive Compensation Philosophy Dear Secretary: Enclosed please find my shareholder proposal for inclusion in our proxy materials for the 2016 annual meeting of shareholders and a letter confirming my JPM shares. I will continuously hold these 40 shares until the 2016 annual meeting of shareholders. Should you have any questions, please contact me at 1-925-643-**** or zhao.cpri@gmail.com. Yours truly, Jing Zhao Enclosure: Shareholder proposal Letter of JPM shares Shareholder Proposal on Executive Compensation Philosophy Resolved: shareholders recommend that JPMorgan Chase & Co. (the Firm) adopt a balanced executive compensation philosophy with social factors to improve the Firm’s ethical conduct and public reputation. Supporting Statement According to 2015 Proxy Statement, the Compensation & Management Development Committee (“CMDC”) “assists the Board in its oversight of the Firm’s compensation programs and reviews and approves the Firm’s overall compensation philosophy and practices” (p.27). “The CMDC reviews and approves the Firm’s compensation philosophy, which guides how the Firm’s compensation plans and programs are designed for both the Operating Committee,…” “The CMDC uses a disciplined pay-for-performance framework to make executive compensation decisions commensurate with Firm, line of business, and individual performance, while considering other relevant factors, including market practices” (p.38). As a result, for example, such a philosophy, without consideration of social factors, guided the CMDC to award our CEO a total compensation $27,701,709 in 2014, a 135% jump from 2013 (p.58). Meanwhile, “[t]wo fifths of the population of developed countries have gained little over recent decades” (OECD Says Rise in Inequality Is Hurting Growth, Wall Street Journal May 22-24, 2015). Professor Thomas Piketty stated, “there is absolutely no doubt that the increase of inequality in the United States contributed to the nation’s financial instability.” (Capital in the Twenty-First Century. The Belknap Press of Harvard University Press, 2014. p.297) “Let me return now to the cause of rising inequality in the United States. The increase was largely the result of an unprecedented increase in wage inequality and in particular the emergence of extremely high remunerations at the summit of the wage hierarchy, particularly among top managers of large firms.”(p.298) “[T]he financial professions are about twice as common in the very high income groups as in the economy overall.” (p.303) “Because it is objectively difficult to measure individual contributions to a firm’s output, top managers found it relatively easy to persuade boards and stockholders that they were worth the money, especially since the members of compensation committees were often chosen in a rather incestuous manner.” (p.510) According to Senator Bernie Sanders: “Wall Street cannot continue to be an island unto itself, gambling trillions in risky financial instruments while expecting the public to bail it out.” “The six largest financial institutions in this country today hold assets equal to about 60% of the nation’s gross domestic product. These six banks issue more than two-thirds of all credit cards and over 35 percent of all mortgages. They control 95 percent of all derivatives and hold more than 40 percent of all bank deposits in the United States.” “Our banking system must be part of the productive, job-creating productive economy.” “If a bank is too big to fail, it is too big to exist. These institutions have acquired too much economic and political power, endangering our economy and our political process.” (https://berniesanders.com/issues/reforming-wall-street/) For the purpose of this proposal, the Board or the CMDC has the flexibility to select social factors, such economic condition, unemployment and average income.
Bay Point, CA. 94565 November 5, 2015 Robert C. Vincent III Deputy Corporate Secretary JPMorgan Chase & Co. Office of the Secretary 270 Park Avenue, 38th Floor New York, NY 10017 via fax 212-270-4240 email corporate.secretary@jpmchase.com Re: Shareholder Proposal on Executive Compensation Philosophy Dear Mr. Vincent: Thank you to contact me for my shareholder proposal for inclusion in our proxy materials for the 2016 annual meeting of shareholders. I reviewed my proposal again and my Word “Word Count” function indicates that my proposal, including the title line and supporting statement, has 499 words. However, to remove this minor counting disagreement, I revised and reduced the proposal. It has total 436 words now. Furthermore, I would suggest again that our company communicate with shareholders positively and constructively. For example, as a good practice, in 2011, Intel accepted my suggestion and held conferences with outside experts to advise and review its human rights principle, code of conduct and other policies. I withdraw my proposal to Intel with satisfaction. See one letter from Intel to me: http://cpri.tripod.com/cpr2011/Intel_Zhao_letter.pdf. Should you have any questions, please contact me at 1-925-643-**** or zhao.cpri@gmail.com. Yours truly, 
Jing Zhao Enclosure: Shareholder proposal-revised
Shareholder Proposal on Executive Compensation Philosophy Resolved: shareholders recommend that JPMorgan Chase & Co. (the Firm) adopt an executive compensation philosophy with consideration of relevant social factors to improve the Firm’s ethical conduct and public reputation. Supporting Statement According to 2015 Proxy Statement, the Compensation & Management Development Committee (CMDC) “assists the Board in its oversight of the Firm’s compensation programs and reviews and approves the Firm’s overall compensation philosophy and practices” (p.27). “The CMDC reviews and approves the Firm’s compensation philosophy, which guides how the Firm’s compensation plans and programs are designed”. “The CMDC uses a disciplined pay-for-performance framework to make executive compensation decisions ..., while considering other relevant factors, including market practices” (p.38). Such a philosophy without consideration of social factors guided the CMDC to award our CEO total compensation $27,701,709 in 2014, 135% increase from 2013 (p.58). Meanwhile, according to Wall Street Journal: “Two fifths of the population of developed countries have gained little over recent decades” (OECD Says Rise in Inequality Is Hurting Growth, May 22-24, 2015). According to Thomas Piketty’s study Capital in the Twenty-First Century (The Belknap Press of Harvard University Press, 2014), “there is absolutely no doubt that the increase of inequality in the United States contributed to the nation’s financial instability.” (p.297) “The increase was largely the result of an unprecedented increase in wage inequality and in particular the emergence of extremely high remunerations at the summit of the wage hierarchy, particularly among top managers of large firms.”(p.298) “The financial professions are about twice as common in the very high income groups as in the economy overall.” (p.303) “Because it is objectively difficult to measure individual contributions to a firm’s output, top managers found it relatively easy to persuade boards and stockholders that they were worth the money, especially since the members of compensation committees were often chosen in a rather incestuous manner.” (p.510) Many Americans agree with Senator Bernie Sanders: “The six largest financial institutions in this country today hold assets equal to about 60% of the nation’s gross domestic product. These six banks issue more than two-thirds of all credit cards and over 35 percent of all mortgages. They control 95 percent of all derivatives and hold more than 40 percent of all bank deposits in the United States.” “These institutions have acquired too much economic and political power, endangering our economy and our political process.” “Our banking system must be part of the productive, job-creating productive economy.” (https://berniesanders.com/issues/reforming-wall-street/) For the purpose of this proposal, the Board or the CMDC has the flexibility to select relevant social factors, such as economic condition, unemployment and average income. |
