Shareholder Proposal to Separate Roles of Chair and CEO Fails at JPMorgan by a Wide Margin: Large Majority of Votes Cast Against the Proposal; Reflects Thoughtful Shareholder Consideration of Actual CEO and Company Performance

Sullivan & Cromwell LLP - May 21, 2013

In one of the most widely publicized shareholder proposals in many years, the shareholders of JPMorgan Chase & Co. overwhelmingly defeated a shareholder proposal to separate the roles of chair and CEO. The continued success of many issuers in defeating these types of proposals is noteworthy. It demonstrates companies’ ability to defend their chosen governance structure to their shareholders, rather than acquiescing to the demands of activist shareholders or to purported “best practices” in corporate governance that may not make sense for the particular company.