Ratification of PwC as Auditor
JPMORGAN CHASE PROXY DISCUSSION TOPICS
Matters to be voted on
A Management proposals
The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals:
1. Election of directors
2. Advisory resolution to approve executive compensation
3. Ratification of PricewaterhouseCoopers LLP as the Firm's independent registered public accounting firm
4. Approval of Amendment to Long-Term Incentive Plan
B Shareholder proposals
The Board of Directors recommends you vote AGAINST each of the following shareholder proposals:
5. Independent board chairman — require an independent Chair
6.
Lobbying report on policies, procedures and expenditures
7. Special share owner meetings - reduce ownership threshold from 20% to 10%
8. How votes are counted count votes using only for and against
9. Accelerated vesting provisions - report names of senior executives and value of equity awards that would vest if they resign to
enter government service
10. Clawback disclosure policy disclose whether the Firm recouped any incentive compensation from senior executives
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