Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnJanuary 17, 2023 , the Board of Directors ofJPMorgan Chase & Co. (the "Firm") adopted amendments to the Firm's By-laws, effectiveJanuary 17, 2023 (as so amended, the "By-laws"), to revise and clarify procedural and disclosure requirements for the Firm's stockholders proposing business for consideration or nominating directors for election at meetings of stockholders, including in order to provide an orderly process in consideration of theU.S. Securities and Exchange Commission's recently adopted "universal proxy card" rules by, among other things: •Adding Sections 1.09(a)(3) and (5) to enhance disclosure requirements for stockholders intending to nominate directors or propose other business (other than proposals to be included in the Firm's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) ("Proposing Stockholders") at meetings of stockholders, including without limitation, to: •require a Proposing Stockholder's notice to provide more inclusive disclosures and representations in respect of any proposed nominee, including, among other things, information previously requested only in connection with the By-laws' proxy access requirements in Section 1.10; •require a Proposing Stockholder's notice to provide more inclusive disclosures and representations in respect of the Proposing Stockholder, including, among other things, information about other stockholders or beneficial owners known to be supporting the nomination; and •clarifying that certain required disclosures and representations applicable to a Proposing Stockholder also apply to any beneficial owner of stock on whose behalf the nomination is made, and any person acting in concert with the Proposing Stockholder or such beneficial owner; •Adding Section 1.09(a)(6) to require, in connection with the nomination of persons for election to the Board, that: •prior to submitting the Proposing Stockholder's notice, a Proposing Stockholder request from the Secretary in writing the required forms of questionnaire, representation, and agreement; •the Proposing Stockholder's notice include the completed questionnaire signed by each proposed nominee; •the Proposing Stockholder's notice include the representation and agreements signed by, as applicable, the Proposing Stockholder, each proposed nominee, and any other person on whose behalf the nomination is made (each, an "Applicable Person"), and, among other things ?agreeing to update and supplement the disclosures in the Proposing Stockholder's notice so that such notice is true and accurate as of the record date and as of the date that is the 10th business day prior to the stockholder meeting or any adjournment or postponement thereof; ?agreeing that the proposed nominee will meet with the Firm'sCorporate Governance & Nominating Committee ("CGNC") at the CGNC's reasonable request, to discuss matters relating to the nomination; and ?providing certain other representations and agreements previously requested only in connection with the By-laws' proxy access requirements in Section 1.10. •Adding Section 1.09(a)(7) to clarify that the Firm may, as a condition of any nomination being deemed properly brought by a Proposing Stockholder before a stockholder meeting, require any Applicable Person to provide additional information that could be (i) required by the Firm to assess the independence of the proposed nominee or whether such proposed nominee meets the requirements for membership on the Board or any committee thereof, or (ii) material to a reasonable stockholder's understanding of the qualifications and fitness and/or independence of any proposed nominee, including, in the case of any proposed nominee that currently serves or has previously served on the Board, any violation of the Firm's Corporate Governance Principles, Code of Conduct or any other Firm policies and guidelines applicable to directors; •Amending Section 1.09(c) to require a Proposing Stockholder to (i) use a proxy card color other than white and (ii) certify (and upon request by the Firm, provide reasonable evidence) that it has met the requirements of Rule 14a-19 under the Exchange Act notice pursuant to Rule 14a-19(b) under the Exchange Act. Changes to Section 1.09(c) also clarify the procedures for the Firm to address deficiencies in stockholder nominations, including clarifying that, unless required by applicable law, if the Proposing Stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act and subsequently fails either to comply with the requirements of Rule 14a-19(a)(2) or (3) under the Exchange Act or to timely provide reasonable evidence to the Firm that the Proposing Stockholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act, then such nomination will be disregarded, notwithstanding any proxies or votes the Firm has received in respect of the Proposing Stockholder's proposed nominees. Other amendments to the By-laws include: revising Sections 1.03, 1.04, 1.07, and 1.11 to conform with developments in the Delaware General Corporation Law; revising Section 11.01 to clarify the scope of the Emergency By-laws; and making additional clarifying and conforming revisions. The foregoing description of the amendments to the By-laws does not purport to be a complete summary and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached as Exhibit 3.2 and incorporated by reference herein. 2
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Item 9.01 Financial Statements and Exhibits
(d) Exhibit Exhibit No. Description of Exhibit 3.2 By-laws ofJPMorgan Chase & Co. , as amended, effectiveJanuary 17, 2023 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). 3
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