NEW YORK – In an unusual rebuke for Jamie Dimon, CEO of JPMorgan Chase & Co, shareholders on Tuesday clearly disapproved of the special $52.6 million stock option award directors gave him last year to stay on the job for at least five more years.
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In an advisory say-on-pay referendum, only 31% of votes cast endorsed JPMorgan executive payments for 2021, according to a preliminary count announced at the company’s annual meeting.
Because of the special award this year two major advisory firms, from which investors take their cue when voting, had recommended “no” votes on pay.
Institutional Shareholder Services Inc and Glass Lewis & Co criticized Dimon’s options as lacking performance criteria for vesting.
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In eight of the last 12 years JPMorgan had won approval from more than 90% of votes cast in its annual compensation ballots.
Dimon, 66, will keep the award, but such votes are closely followed as a test of investors’ attitudes toward executive pay and what payouts they will tolerate.
Average support for pay packages at S&P 500 companies was 88.3% in 2021, down from 89.6% in 2020 and 90% in 2019, according to consulting firm Semler Brossy.
In response to the vote, JPMorgan directors pointed out through a spokesman the special award was extremely rare and the first for Dimon in more than a decade.
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Directors said before the vote that the special award would not be recurring and “reflects the board’s desire for him to continue to lead the firm for a further significant number of years.”
The board said before the vote it made the award in consideration of Dimon’s performance, his leadership since 2005 and “management succession planning amidst a highly competitive landscape for executive leadership talent.”
If Dimon, a billionaire, keeps working at the bank for five years the options will vest, although he could still receive them if he leaves to work for the government or to run for public office.
Stock from the options must be held until 10 years after being granted.
The award was separate from Dimon’s usual annual pay package, which was up 10% to $34.5 million for 2021.
The board prevailed in its recommendations on all other issues. All directors, including Dimon, were re-elected with more than 92% of the votes cast, according to preliminary figures.
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Two shareholder proposals on fossil fuel financing received only 11% and 15% of votes cast, consistent with weak support recently for initiatives at Bank of America, Citigroup and Wells Fargo, as well as at big oil companies.