Investors withdrew the only petition for the annual meeting that would have pressed the board to name an independent chairman, Joseph Evangelisti, a spokesman for the New York-based lender, said yesterday. That proposal, from Toledo, Ohio-based Needmor Fund, sought to separate the positions for Dimon’s eventual successor, the lender said in a statement.
“Large shareholders believe they’re better off with Jamie than somebody else in those jobs,” said Phillip Phan, a professor at the Johns Hopkins Carey Business School in Baltimore. Having to separate the chairman and CEO roles would “inject a certain degree of uncertainty into the management of the company, and big investors hate uncertainty.”
Dimon, 57, kept both jobs at the biggest U.S. lender even as he agreed to more than $23 billion in legal and regulatory settlements last year on behalf of the company. Last May, a proposal to split the duties failed with 32 percent of shareholder votes. Dimon has had both roles since chairman William B. Harrison stepped down in 2006.
JPMorgan “continues to welcome an ongoing dialog with the proponents and other corporate-governance professionals focusing on major issues related to the chair and CEO roles,” the lender said.
Advisory firm Institutional Shareholder Services has said splitting the chairman and CEO roles would improve oversight. Dimon told some investors last year that he might resign if the non-binding measure to split his duties passed, a person with knowledge of the conversation said at the time.
JPMorgan said in September that the board will hold executive sessions without management at every regular meeting, make members available to meet with major shareholders and won’t rotate the lead independent director position annually.
Lee R. Raymond was named lead independent director in September. Raymond, formerly presiding director, was given additional powers including the authority to call meetings at any time, add agenda items, and guide the board in succession discussions, the bank said.
Goldman Sachs Group Inc. reached an agreement with an investor last year to drop a proposal for an independent chairman after giving expanded responsibilities to its lead independent director.
JPMorgan said a second shareholder proposal that was withdrawn this year came from investors including the Sisters of Charity of Saint Elizabeth. The bank agreed to issue a report similar to what the religious group suggested describing the steps taken to improve risk controls.