Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Messrs. James A. Bell and Laban P. Jackson, Jr., who served as directors of the Firm since 2011 and 2004 respectively, retired from the Board on the eve of the 2020 annual meeting.

In connection with the retirements of Messrs. Bell and Jackson, the Board of Directors appointed Timothy P. Flynn as Chair of the Audit Committee, succeeding Mr. Bell, and appointed Todd A. Combs and Michael A. Neal as members of the Audit Committee. Messrs. Combs and Neal stepped down from the Public Responsibility Committee and Risk Committee, respectively. James S. Crown was appointed as Chair of the Public Responsibility Committee, succeeding Mr. Flynn. Virginia M. Rometty was elected as a director at the Firm's 2020 Annual Meeting. Mrs. Rometty serves as the Executive Chairman of International Business Machines Corporation.

A copy of the Firm's press release dated May 19, 2020 is attached as Exhibit 99.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) Registrant held its Annual Meeting of Shareholders on Tuesday, May 19, 2020; 2,598,047,436 shares were represented in person or by proxy, or 85.28% of the total shares outstanding.

(b) The results of the shareholder voting on the proposals presented were as follows:

MANAGEMENT PROPOSALS

Proposal 1 - Shareholders elected the 10 director nominees named in the Proxy Statement. All director nominees received at least 84.66% of the votes cast.



Name                          For      Against     Abstain  Broker Non-Votes

Linda B. Bammann 2,201,523,301 8,389,639 3,843,501 384,290,995 Stephen B. Burke 2,073,885,065 134,116,730 5,754,646 384,290,995 Todd A. Combs 2,178,575,134 30,768,829 4,412,478 384,290,995 James S. Crown 2,182,488,020 26,775,462 4,492,959 384,290,995 James Dimon 2,094,758,820 105,759,914 13,238,707 384,290,995 Timothy P. Flynn 2,184,620,197 24,133,968 5,002,276 384,290,995 Mellody Hobson 2,162,227,368 47,506,248 4,022,825 384,290,995 Michael A. Neal 2,190,257,385 18,942,210 4,556,846 384,290,995 Lee R. Raymond 1,866,939,860 338,338,133 8,478,448 384,290,995 Virginia M. Rometty 2,184,977,160 24,522,790 4,256,491 384,290,995





Proposal 2 - Shareholders approved the Advisory Resolution to Approve Executive
Compensation
          For      Against     Abstain  Broker Non-Votes
2,028,865,123  170,946,757  13,944,561       384,290,995
       91.65%        7.72%       0.63%

Proposal 3 - Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Registrant's independent registered public accounting firm for 2020


          For      Against    Abstain  Broker Non-Votes
2,486,862,246  105,350,097  5,835,093                 0
       95.72%        4.05%      0.22%



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SHAREHOLDER PROPOSALS



Proposal 4 - Shareholders did not approve the proposal on Independent Board
Chairman
        For        Against     Abstain  Broker Non-Votes
923,626,265  1,279,128,036  11,002,140       384,290,995
     41.72%         57.78%       0.50%

Proposal 5 - Shareholders did not approve the proposal on Oil and Gas Company and Project Financing Related to the Arctic and the Canadian Oil Sands


        For        Against     Abstain  Broker Non-Votes
329,403,445  1,840,624,953  43,728,043       384,290,995
     14.88%         83.14%       1.98%


Proposal 6 - Shareholders did not approve the proposal on Climate Change Risk
Reporting
          For        Against     Abstain  Broker Non-Votes
1,076,902,607  1,093,448,163  43,405,671       384,290,995
       48.65%         49.39%       1.96%


Proposal 7 - Shareholders did not approve the proposal on Amend Shareholder
Written Consent Provisions
        For        Against     Abstain  Broker Non-Votes
240,417,471  1,958,697,444  14,641,526       384,290,995
     10.86%         88.48%       0.66%

Proposal 8 - Shareholders did not approve the proposal on Charitable Contributions Disclosure

For Against Abstain Broker Non-Votes 56,147,628 2,137,983,839 19,624,974 384,290,995

2.54% 96.58% 0.89%




Proposal 9 - Shareholders did not approve the proposal on Gender/Racial Pay
Equity
        For        Against      Abstain  Broker Non-Votes
207,637,037  1,889,996,410  116,122,994       384,290,995
      9.38%         85.38%        5.25%

Item 9.01 Financial Statements and Exhibits



(d)  Exhibit

Exhibit No.                          Description of Exhibit

99.1             JPMorgan Chase & Co Press Release dated May 19, 2020
101            Pursuant to Rule 406 of Regulation S-T, the cover page is formatted
               in Inline XBRL (Inline eXtensible Business Reporting Language).
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document and included in Exhibit 101).




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