JPMorgan Investors Seek Independent Chairman, Breakup Review

Jamie Dimon: Fed May Raise Rates Too Fast
  • Board could wait until after Dimon leaves for implementation
  • Shareholders also urge bank to adopt tougher pay clawbacks

JPMorgan Chase & Co. shareholders are proposing the firm consider requiring an independent chairman, and they asked the bank to review whether divesting non-core businesses would improve returns.

The board could wait until after Jamie Dimon, who holds both the chairman and chief executive officer titles, leaves the company before implementing the plan, according to a list of shareholder proposals the New York-based bank disclosed Thursday in its proxy filing.

Jamie Dimon
Jamie Dimon
Photographer: Andrew Harrer/Bloomberg

JPMorgan advised shareholders to vote against both proposals, as well as a clawback amendment that would defer compensation for 10 years to help satisfy any monetary penalty associated with violations of the law.

Directors reviewed the leadership structure earlier this year and determined that “combining the roles of chairman and CEO, together with a strong lead independent director, continues to provide the appropriate leadership and oversight of the firm,” according to the filing.

A similar proposal was defeated last year and in 2013. The idea was also put forth in 2014 and withdrawn before a vote.

The breakup proposal would require JPMorgan to explore options to split the bank into two or more companies, with one focused on basic business and consumer lending and the other retaining the investment-banking and trading operations.

“We recognize management opposes a breakup on the grounds of value generated by scale and synergy,” proponents said, according to the proxy. “Ideally, such arguments will withstand the scrutiny of an independent study.”

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