In connection with the 2019 Annual Meeting, we write to share with you some of the highlights of the work of our Board. We recognize that JPMorgan Chase is an exceptional company with an extraordinary heritage and a promising future. The Firm has continually innovated and evolved, and today we have a proven business model with a breadth, scale and reach that is unparalleled. That presents us with opportunities and challenges to interact with a wide range of clients and customers, employees, regulators, shareholders and communities all over the world. JPMorgan Chase has continually seized its opportunities and met its challenges, resulting in best-in-class long-term performance. We will work tirelessly to continue to outperform in any environment and live up to the Firm’s heritage and promise.

As for this year specifically, the Board notes that it was another strong year for the Firm, as we generated record earnings per share and added clients and customers while continuing to make significant investments in products, people and technology. At the same time, the Firm maintained its fortress balance sheet and its strong, cohesive culture, which supported sustained shareholder value.

The Board also holds management accountable to prepare for the future, overseeing the Firm’s long-term strategic planning. Over the course of the year, the Board met regularly with senior management to discuss how the Firm is focused on investing in exceptional client service today, as well as in innovation that will make us even more valuable to our clients and customers—even when that means disrupting ourselves. We have observed management’s commitment to pursuing the leading technology capabilities and infrastructure necessary to maintain and capitalize on our scale and continuing to invest for the future, while maintaining expense discipline. We have also seen management’s unwavering commitment to an effective

and efficient risk and control environment. This includes being prepared to operate effectively in an evolving financial landscape, regardless of interest rates, credit cycle, balance sheet and capital, liquidity and funding requirements across jurisdictions.

Having a first-rate management team in place to meet these challenges continues to be one of our highest priorities as a Board. We regularly review succession planning for the CEO and other members of the Operating Committee and take advantage of numerous formal and informal opportunities to meet with members of the Operating Committee and other high potential senior management leaders. The appointment of Daniel Pinto and Gordon Smith as Co-Presidents and Co-Chief Operating Officers of the Company demonstrates the strength of our management team and our commitment to provide ongoing growth opportunities for future generations of leaders to develop the capabilities critical to the Firm’s long-term health and success.

In addition, we have long believed that oversight of the Firm’s culture and reputation are key Board responsibilities. In fulfilling this role, we hold management to the highest standards of conduct, respect and personal accountability in everything we do for our clients and customers, employees, shareholders and the communities we serve. This means that when there are issues internally, we expect management to address them. Equally important, we must give back to the communities we serve. The Firm continued to make significant progress this past year, through its commitments to skills training, financial education, inner city advancement, disaster relief and employee development.

The Board is also focused on its own succession planning and the need to ensure we have the right mix of skills and expertise and an appropriate balance of experience and fresh perspective. As a result of these

efforts, four new directors, including two women, have joined the Board in the last six years.

We would like to take this opportunity to thank our friend and colleague, William Weldon, who will be retiring from our Board immediately prior to our Annual Meeting. We have benefited greatly from Bill’s insights on leadership, management development, governance and international business matters. His service on the Compensation & Management Development Committee and as Chair of the Corporate Governance & Nominating Committee has enhanced our Board and our Firm. We will miss his valuable perspective and commitment.

We look forward to continuing to deliver value to our customers, shareholders and communities. On behalf of all our colleagues on the Board, we are grateful for your support of our Board and the Firm.

James Dimon

Chairman and Chief Executive Officer

Lee R. Raymond

Lead Independent Director

We demonstrated strong financial performance in 2018

The Firm has demonstrated sustained, strong financial performance

Total shareholder return (“TSR”)

We are committed to commonsense corporate governance practices

 Our Board reviews its composition for the right mix of experience, refreshment, skills and diversity

 A strong Lead Independent Director role facilitates independent board oversight of management

 Our Board provides independent oversight of the Firm’s business and affairs

 We actively engage with shareholders

 Our governance practices promote Board effectiveness and shareholder interests

  Proposal 1: Election of Directors – page 8

  Proposal 2: Advisory resolution to approve executive compensation – page 38

In response to last year’s 93% Say-on-Pay support and positive shareholder feedback, the Compensation &

Management Development Committee (“CMDC”) maintained the key features of our compensation program.

We believe shareholders should consider five key factors in their evaluation of this year’s proposal:

  Proposal 3: Ratification of Firm’s independent registered public accounting firm – page 78

CORPORATE GOVERNANCE

Our Board of Directors has nominated 11 directors, who, if elected by shareholders at our annual meeting, will be expected to serve until next year’s annual meeting. All nominees are currently directors.

Our Board has nominated 11 directors for election at this year’s annual meeting. Our Board believes these nominees have the combined skills, experience, personal qualities, balance of tenure and collegiality needed for an effective and engaged Board.

Information about:

Our commitment to sound governance is integral to our business. The Firm’s Corporate Governance Principles (“Governance Principles”) establish a framework for the governance of the Board and the management of the Firm. These Governance Principles outline the Firm’s practices regarding Board composition, responsibilities, structure and operations, among other governance matters. The Governance Principles have been approved by the Board and are periodically reviewed and updated as appropriate. They reflect broadly recognized governance practices and regulatory requirements, including the New York Stock Exchange (“NYSE”) corporate governance listing standards. The full text of the Governance Principles can be accessed on our website at jpmorganchase.com/corp-gov-principles.

Descriptions of our governance practices related to:

Director nominees

The people listed on the following pages have been nominated for election because they possess the skills, experience, personal attributes, collegiality and tenure needed to guide the Firm’s strategy, and to effectively oversee the Firm’s risk management framework and management’s execution of management responsibilities.

In the biographical information about our director nominees that follows, the ages indicated are as of May 21, 2019, and the other information is as of the date of this proxy statement. There are no family relationships among the director nominees or between the director nominees and any executive officer. Unless otherwise stated, all nominees have been continuously employed by their present employers for more than five years.

In addition to the biographical information that follows, reference is made to the description of our nominees’

personal and professional attributes and skills on page 18 of this proxy statement.

William Weldon, who has served as a director of the Firm since 2005, has decided to retire from the Board and is not standing for re-election when his term expires on the eve of this year’s annual meeting.

All of the nominees are currently directors of the Firm, and each was elected to the Board by our shareholders at our 2018 annual meeting with the support of more than 94% of the votes cast.

Each nominee has agreed to be named in this proxy statement and, if elected, to serve a one-year term expiring at our 2020 annual meeting.

Directors are expected to attend our annual shareholder meetings. Eleven of the 12 directors serving on our Board at the time of the 2018 annual meeting attended the meeting. One director was unable to attend due to a prior professional obligation.

JPMorgan Chase seeks director candidates who uphold the highest standards, are committed to the Firm’s values and are strong independent stewards of the long-term interests of shareholders. The Corporate Governance & Nominating Committee (“Governance Committee”) considers Board composition holistically and on an ongoing basis, with a focus on recruiting directors who have the attributes required to effectively oversee the Firm’s present and future

strategy. The Governance Committee and the Board seek directors with experience in executive fields relevant to the Firm’s businesses and operations who will contribute to the Board’s diversity across a full spectrum of attributes and enhance its collaborative and collegial dynamic. These qualities allow for effective challenge to and independent oversight of management.

Independence

All of the Firm’s non-management Board members are independent, under both the NYSE corporate governance listing standards and the Firm’s independence standards as set forth in its Governance Principles.

For a director to be considered independent, he or she must have no disqualifying relationships as defined by the NYSE, and the Board must have affirmatively determined that he or she has no material relationships with JPMorgan Chase, either directly or as a partner, shareholder or officer of another organization that has a relationship with the Firm.

In assessing the materiality of relationships with the Firm, the Board considers relevant facts and circumstances. Given the nature and broad scope of the products and services provided by the Firm, there are from time to time ordinary course of business transactions between the Firm and a director, his or her immediate family members, or principal business affiliations. These may include, among other relationships: extensions of credit; provision of other financial and financial advisory products and services; business transactions for property or services; and charitable contributions made by the JPMorgan Chase Foundation or the Firm to a nonprofit organization of which a director is an officer. The Board reviews these relationships to assess their materiality and determine if any such relationship would impair the independence and judgment of the relevant director.

The relationships and transactions the Board considered in evaluating each director’s independence were as follows:

The Board, having reviewed the above-described relationships between the Firm and each director, determined, in accordance with the NYSE’s listing standards and the Firm’s independence standards, that each non-management director (Linda B. Bammann, James A. Bell, Stephen B. Burke, Todd A. Combs, James S. Crown, Timothy P. Flynn, Mellody Hobson, Laban P. Jackson, Jr., Michael A. Neal, Lee R. Raymond and William C. Weldon) had only immaterial relationships with JPMorgan Chase and accordingly is independent. Crandall C. Bowles, who retired in May 2018, had only immaterial relationships with JPMorgan Chase and accordingly was an independent director.

Directors who served on the Audit and Compensation & Management Development Committees of the Board were also determined to meet the additional independence and qualitative criteria of the NYSE listing standards applicable to directors serving on those committees. For more information about the committees of the Board, see pages 23-26.

Director recruitment

The Governance Committee oversees the ongoing evaluation of candidates for Board membership and the candidate nomination process. The Governance Committee solicits candidate recommendations from shareholders, management, and directors and is assisted by a third-party advisor in identifying qualified candidates. The Board seeks candidates with a diversity of experience and perspectives, including diversity with respect to gender, race, ethnicity and nationality. The Governance Committee evaluates prospective directors in accordance with the Governance Principles and in light of the Firm’s strategy, risk profile and current board composition, and may also seek candidates with specific skills and experiences based on the needs of the Firm at a specific time.

Following the preliminary assessment of a candidate, among other things, the Governance Committee, the Lead Independent Director and the Chairman of the Board meet with the potential nominee prior to putting the candidate forward for consideration by the full Board.

Our By-laws also permit a shareholder or group of up to 20 shareholders who have continuously owned at least 3% of the Firm’s outstanding shares for at least three years to nominate up to 20% of the Board (but in any event at least two directors). For further information, see page 98.

Shareholders who want to recommend a candidate for election to the Board may do so by writing to the Secretary at JPMorgan Chase & Co., 4 New York Plaza, New York, NY 10004; or by emailing the Office of the Secretary at corporate.secretary@jpmchase.com. All candidates recommended to the Governance Committee are evaluated based on the same standards.

Director re-nomination

The Governance Committee also oversees the re-nomination process. In considering whether to re-nominate a director for election at our annual meeting, the Governance Committee reviews each director, considering such factors as:

Each of our director nominees has been recommended for election by our Governance Committee and approved for re-nomination by our Board.

Our Governance Principles require a non-management director to offer not to stand for re-election in each calendar year following a year in which the director will be 72 or older. The Board (other than the affected director) then determines whether to accept the offer. The Board believes that, while refreshment of tenured members is an important consideration in assessing Board composition, the best interests of the Firm are served by taking advantage of all available talent, and evaluations as to director candidacy should not be determined solely on age.

Consistent with this principle, two of our director nominees, Lee R. Raymond and Laban P. Jackson, Jr., offered not to stand for re-election this year. The Board reviewed their offers, taking into account their contributions, the results of the annual Board and committee self-assessment, ongoing succession planning for the Board and the other factors listed above. The Board noted that both directors continue to receive high levels of shareholder support, each having received the support of more than 94% of the votes cast by shareholders at our 2018 annual meeting. The Board believes that Mr. Raymond’s skills and experience complement those of the Board’s Chair and considered Mr. Raymond’s strong leadership as the Lead Independent Director and Chairman of the CMDC as well as his contributions as a member of the Governance Committee. In addition, Mr. Raymond participated in shareholder engagement on behalf of the Board, including speaking with certain of our shareholders about our strategy, risk management and business practices. The Board considered Mr. Jackson’s expertise in audit, governance and regulatory matters and significant interaction, on behalf of the Board, with management and regulators globally. The Board determined that Mr. Raymond and Mr. Jackson each possesses the capability, judgment, and other skills and attributes the Board looks for in a director, that each has broad experience both within and outside the Firm that continues to be of great value to the Board, that each has contributed to the Board’s overall balance of tenure and fresh perspective, and that their continued service as directors is in the best interests of the Firm’s shareholders.

Following its review, the Board determined (with the affected director abstaining with respect to himself) that both Mr. Raymond and Mr. Jackson should be re-nominated for election as directors and therefore did not accept either offer not to stand for re-election. For specific information on each of Mr. Raymond’s and Mr. Jackson’s qualifications and their individual contributions to the Board, including

their Board committee roles, see pages 17 and 16, respectively, of this proxy statement. For information regarding Mr. Raymond’s appointment as Lead Independent Director, see page 22 of this proxy statement. For a description of the annual Board and committee self-assessment process, see page 27 of this proxy statement.

Our Board’s leadership structure

The Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management.

The Board believes it is important to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individuals serving in leadership positions, the needs and opportunities of the Firm as they change over time and the additional factors described below. The Board has separated the Chairman and CEO positions in the past and may do so again in the future if it believes that doing so would be in the best interest of the Firm and its shareholders.

Currently, our CEO serves as Chairman of the Board, and a non-management director serves as the Board’s Lead Independent Director. The Board believes the present structure provides the Firm and the Board with strong leadership, appropriate independent oversight

of management and continuity of experience that complements ongoing Board refreshment. A combined CEO and Chairman allows the Firm to communicate its business and strategy to shareholders, clients, investors, employees, regulators and the public in a single voice.

The Firm’s Governance Principles require the independent directors to appoint a Lead Independent Director if the role of the Chairman is combined with that of the CEO. Our Lead Independent Director focuses on the Board’s priorities and processes, facilitates independent oversight of management and promotes open dialogue among the independent directors during Board meetings, at executive sessions without the presence of the CEO and between Board meetings.

Based on consideration of the factors described on the following page, our Board has determined that combining the roles of Chairman and CEO is, at this time, the most effective leadership structure for the Board.

  Respective duties and responsibilities of the Chairman and Lead Independent Director

  Chairman of the Board:

  Lead Independent Director:

The Board conducts its business as a group and through a well-developed committee structure in adherence to our Governance Principles. The Board has established practices and processes to actively manage its information flow, set meeting agendas and make sound, well-informed decisions.

Board members have direct access to management and regularly receive information from and engage with management during and outside of formal Board meetings.

In addition, the Board and each committee has the authority and resources to seek legal or other expert advice from sources independent of management.

The full Board met 11 times in 2018. In 2018, all of the members of our Board (other than Mr. Dimon) served on and/or chaired the principal standing committees and specific purpose committees of the Board. For more information on committees, see below. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served in 2018.

Committees of the Board

A significant portion of our Board’s oversight responsibilities is carried out through its five independent, principal standing committees: Audit Committee, CMDC, Governance Committee, Public Responsibility Committee and Directors’ Risk Policy Committee (“DRPC”). Allocating responsibilities among committees increases the amount of attention that can be devoted to the Board’s oversight of the business and affairs of the Firm.

Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed. Each committee receives reports from senior management and reports their actions to, and discusses their recommendations with, the full Board.

Each principal standing committee operates pursuant to a written charter. These charters are available on our website at jpmorganchase.com/committee-charters. Each charter is reviewed at least annually as part of the Board’s and each respective committee’s self-assessment.

The Governance Committee annually reviews the allocation of responsibility among the committees as part of the Board and committee self-assessment. For more information about the self-assessment process, see page 27.

Each committee has oversight of specific areas of business activities and risk and engages with the Firm’s senior management responsible for those areas.

All committee chairs are appointed annually by our Board. Committee chairs are responsible for:

The Board determined that each member of the Audit Committee in 2018 (James A. Bell, Timothy P. Flynn, Mellody Hobson and Laban P. Jackson, Jr.) is an audit committee financial expert in accordance with the definition established by the U.S. Securities and Exchange Commission (“SEC”) and that Ms. Bammann, the chair of the DRPC, has experience in identifying, assessing and managing risk exposures of large, complex financial firms in accordance with rules issued by the Board of Governors of the Federal Reserve System (“Federal Reserve”).

The Board has determined that Mr. Bell’s service on the audit committees of the three other public companies for which he is a director does not impair his ability to effectively chair the Firm’s Audit Committee. The Board annually reviews this determination and most recently completed its annual review in September 2018.

Principal standing committees

The following highlights some of the key responsibilities of each principal standing committee.

Assists the Board in its oversight of:

Assists the Board in its oversight of: