All attention turned to JPMorgan Chase's Chairman and CEO Jamie Dimon as the bank began its annual shareholder meeting in Tampa, Florida.
Dimon's dual role as chairman and chief executive had been challenged by a shareholder proposal urging the board to divide the positions. The proposal had the backing of several large pension funds as well as the big shareholder advisory groups I.S.S. and Glass Lewis.
Dimon and the board's opposition to the split succeeded to a surprising extent, holding the vote to split down to 32.2 percent. As they say on Wall Street, Dimon "beat expectations."
(See our recap of today's events here.)
Here's how it all went down:
11:55 am: Make no mistake. This was a landslide victory for Jamie Dimon and the board. A big loss for the self-styled shareholder advisors and pension funds who urged that the CEO and chairman roles be divided.
Last year, the proposal to split garnered 40 percent of the vote. This year support for the measure fell to 32.2 percent. In other words,despite a year full of controversial sound and fury, Dimon's position has strengthened. Few expected anything like such a large shift in shareholder sentiment.
There's less good news for the risk committee. The three members from whom ISS had urged shareholders to withhold support garnered less than 60 percent support each. No wonder Raymond was hinting at changes to thecommittee.
The meeting has adjourned.
11:46 am: Huge win for Dimon! The vote to split the chair and CEO roles drops to 32.2 percent from 40 percent last time.
Those preliminary results. Full results will be released at a later date.
11:44 am: "How come your private client accounts don't get a premium like they do at Fidelity," asks a shareholder
"If I give JPMorgan a million dollars I get a cup of water and coffee. At other places I get a premium," he says.
Dimon, laughing, says he would give a donut as well.
"I asked why I don't get paid. They said you have to tlk to Jamie, he gives out the money," the shareholder says.
Speaking of that water and coffee, the shareholder is also upset at the lack of food at the meeting. He contrasts this meeting with Berkshire Hathaway's famous meeting.
"Your meeting doesn't compare at all to him!" he says.
A final point: "Come back to Chicago. We need you there. It took me two hours to find this place," he says.
11:31 am: A fun moment.
At the microphone is George Bolas (guessing at the spelling), who says he owns shares in 100 companies.
"Jamie's doing a very good job. You should give him a raise. Jamie should listen to Brian Sullivan of CNBC. When this is over take your family and go on a trip to the Greek island," he says.
(Prediction: Sullivan will mention this shout-out on Street Signs at 2 p.m. today.)
Cutler invites George to use "the remainder of your time."
"I like this company because its got a lot of women power," he adds.
11:27 am: Mike Mayo is up again. He's focusing on succession at the company and some recent management turnover.
"The management team I believe is the best, most capable, highest caliber I've ever dealt with in my life," Dimon says.
Dimon says turnover was partly due to London Whale but also an attempt to groom successors.
How long will Raymond remain as presiding director?
"That is a position that is deal with by the board annually. I serve at their pleasure," he says.
So, basically, eternity.
11:22 am: Andrew Pittman, a local Tampa shareholder, says he opposes Proposal 6, the shareholder proposal to split the CEO and chair.
"I wish the president of the United States" would be more like Dimon, he says.
There's clapping from the audience for the first time.
11:15 am: This is going to go on for quite a while. There are very long lines at the microphones, according to our folks on location. We won't blog everyone's comments. Just the most interesting. Like the guy who was upset about the parking lot.
Because he was awesome.
11:10 am: CtW again. Complains shareholders were cut off at the urging of Sifma to prevent shareholders from having access to preliminary shareholders.
Asks board member Tim Flynn to undertake an independent review to see if this was at the urging of JPMorgan.
"We'd be happy to work with industry to create a reasonable framework," JPMorgan's general counsel says.
11:07 am: The guy speaking now, who followed someone from the office of the treasurer of the State of Connecticut, complains that JPMorgan is violating the law in the parking lot outside the meeting and is upset at having to show ID to enter the meeting.
According to MarketBeat's liveblog, this is the guy who tried to raise the point of order at the start of the meeting.
Calls upon all members of the board to resign.
11:05 am: Third question comes from a holder of auction rate securities who says his money has been frozen for five years. This is a very old problem that most people have forgotten, in part because most have been redeemed. Apparently this questioner is one of those still stuck out in the cold.
Mentions that his daughter is very sick.
"All I ask Mr. Dimon is that for this small amount of auction rate securities, is that a little guy like me get on with his life," he says. "I want my life back."
"I appreciate all the things you raise. I don't know the specifics of the case, but we have Pattie Baker…she will help you," Dimon replies.
11:02 am: Second question comes from CtW, whose representative presses Raymond on the risk committee changes.
"We are very mindful of what we have heard. We pay attention to what we have heard and I think it will be realistic for you to give us some time and reflect," Raymond replies.
10:55 am: Mayo turns to Raymond for a response on the risk committee.
Raymond exhonerates the committee saying it shouldn't have been expected to catch an error when the traders themselves didn't understand what was happening.
Then he drops a big hint the the composition of the risk committee may change. "Stay tuned."
10:53 am: Now the excitement begins. It's open mic time for shareholders.
First question, comes from Mike Mayo. He's been a long time antagonist of Dimon's. He had a sell rating on Bank One back when Dimon was running that bank.
Asks about the risk management committee's qualifications.
Dimon says risk committee is the same committee that helped guide the bank through the financial crisis.
"I personally don't believe they could have, or should have, picked up on the London Whale mistake. That was management's mistake," Dimon says.
10:50 am: Does the CIO problem—that is, London Whale fiasco—mean the chairman and CEO should be split?
"I would say just the opposite," Raymond says.
He cites the board's response to CIO, including its investigation and subsequent report, as evidence that the current structure is effective.
10:47 am: Lee Raymond, the lead independent director, takes the podium.
"We're mindful of what proxy advisers have said," Raymond begins.
"We do believe the current governance structure, with Jamie Dimon serving as both chairman and CEO, and an independent minded board…has served the shareholders well and is right for the company at this time," he says.
He touts the performance of the company under Dimon's leadership.
"All you need to know is that the board can fire management and management cannot fire the board," he says.
"We know we have much work ahead of us but we think we have the directors to get that work done. We don't think this is time for disruption," Raymond says.
10:41 am: Father Finn is back with Proposal Number 9., on political spending and lobbying disclosure
"We're happy to report to the board and shareholders that the board has moved into a new era of disclosure on political spending," Finn says
Finn says he is happy no shareholders money has been spent on elections.
"There is room for more to be done. There is no summary of the issues that JPMorgan focuses on in lobbying. We don't know what our priorities are," Finn says
One complaint: JPMorgan does not disclose the specific dollar amounts of dues payments to trade groups that engage in lobbying.
"This is an integrity problem for JP Morgan Chase," Finn says because the Chamber of Commerce, of which JPMorgan is a member, opposes some environmental regulations and has sued the EPA.
10:38 am: Proposal Number 8 comes up next.
Eric Cohen, founder of Investors Against Genocide, asks JPMorgan to "avoid investing in companies substantially investing in genocide." Says JPMorgan invests in "the worst company connected to genocide in Rwanda."
10:35 am: Proposal No. 7 is being introduced by a priest, Father Finn. The proposal would require executives to hold 25% of their stock in JPM until they retire or leave.
10: 32 am: Michael Gartland of NYC Comptrollers office also speaks in favor of Proposal Six.
"We believe our interests are best served when a CEO runs the business, on the one hand, and an independent board lead by an independent chair oversees the CEO," Gartland says.
Describes having the CEO running the board as a "unrealistic" and "imprudent."
Also says that this is not a referendum on Dimon's leadership.
Cites the loss of regulatory confidence in the leadership at the bank as a reason to divide the roles.
"The onus is on the board to demonstrate to both shareholders and regulator to demonstrate that it is serious about…oversight," Gartland says.
10:28 am: Now moving on to proposal number six, the pension fund proposal to adopt a proposal for an independent chair.
"This proposal was never intended as a referendum on Mr. Dimon's performance as CEO," says the proposal's spokesperson, Lisa Lindsley of Afscme.
10:25 am: Dimon wraps up his summary of performance: "That is why I am proud to be a part of JPMorgan Chase."
10:21 am: Dimon has gone into earnings call mode. Quickly summing up business performance, including response to Super Storm Sandy. Calls the London Whale "our biggest problem in the year."
He seems to be talking very, very quickly. A sign of heightened nerves perhaps.
Mentions that there have been regulatory consent orders and that still more are expected. Satisfying all the orders in a time consuming process. This is straight out of his shareholder letter.
10:14: As the meeting begins, a person in the audience attempts to raise a "point of order." Is quickly shot down by JPM executive Stephen Cutler but assured he can raise his point later in the meeting.
Shareholder responded by shouting: "You're excluding shareholders!"
10:07 am: The room is full, according to Margaret Popper, our producer on the scene in Tampa. There is no food or drinks for shareholders. When I was a lawyer this was trick we used to keep meetings short. Hungry people stop asking questions eventually.
In meeting, Dimon came out to greet the press. Popper reports that he seemed "friendly but nervous." Dimon then moved on to greet shareholders
One disgruntled shareholder/client came to deliver sheaf of papers with a complaint. Said he didn"t want to embarrass Jamie. Jamie said "that's ok" and summoned a person who is here to take complaints.
Once at podium, Dimon welcomed shareholders. Mentioned that the bank has 540 employees in Oklahoma.
We then went to a video about what JPM does. Basically, an extended commercial for the bank.
Interestingly, outside the meeting the bank povided porta potties and water in cordoned off area for protesters. None had showed up by 9:40.
9:52 am: Another reason Dimon won? Look at the governance structure of JPMorgan's twenty largest institutional shareholders, who together control around 38 percent of the company.
As I explained yesterday, the majority of the largest shareholders—representing more than 26 percent of the voting power in the company—have unified executive chairman. Each of the five biggest shareholders—Blackrock, Vanguard, State Street, Wellington, and FMR—have chief executives who are also chairman.
This is what we might call a revealed preference. The top shareholders apparently think that having CEO chairman is a good idea. They are very likely to vote not to split the roles.
Around 45 percent of the top holders, however, reveal the opposite preference. They divide the roles. Together they control around 11 percent of the voting power.
9:36 am: Kayla Tausche reports from Tampa that the doors have opened for the meeting. Our producer Margaret Popper heading inside now.
There was an employee deluge to get in to their offices (and snag the good parking spots!) between 7 and 9 am. Having a shareholder meeting in your office campus is mightily inconvenient.
About 100 shareholders expected to show up but the room could hold 300, Tausche reports.
9:25 am: So Why did Dimon win? One answer may be that shareholders have done extraordinarily well in the past year. The bank's stock is up more than 56percent since May 2012, compared to the S&P 500's gain of 28.5percent. Long term shareholders who haveheld the stock since 2004 when JPMorgan Chase announced the merger with BankOne, then lead by Dimon, have seen a gain of just 33 percent, which means thebank has underperformed the broader market where the S&P has gained 46percent.
How has Dimon performed for shareholders against rivalfinancial institutions? Over the long term—since the Bank One and JPMorgan merger—only Goldman Sachs (up 58 percent) and Wells Fargo (up 40 percent) have done better. Morgan Stanley is down 58 percent over the decade. Bank of America down 65 percent. Citigroup down 89 percent. Bear Stearns and Merrill Lynch were merged out of independent existence. Lehman Brothers went bankrupt.
Over the past year, of course, the shares of Citigroup andBank of America have vastly outperformed rivals—in part because they were so beaten down. Citigroup is up 98 percent. Bank of America 92 percent. Goldman Sachs beat JPMorgan's one year share performance with gains of 66 percent. Of the group, only Wells Fargo lagged behind—and only slightly—with a gain of nearly 30 percent.
9:19 am: We don't know how close the shareholder vote was, a crucial question now. If Dimon lost a significant share above last year's 40 percent vote, it could be viewed as a setback despite winning a formal majority. We won't find out the official tally until later.
9:13 am: The proposal to divide the roles has been defeated, narrowly, according to CNBC's Kayla Tausche who is on the scene in Tampa.
9:00 a.m.: All attention will be on JPMorgan Chase's Chairman and CEO Jamie Dimon as he takes the stage Tuesday morning during the bank's annual shareholder meeting in Tampa, Florida.
Dimon's dual role as chairman and chief executive have been challenged by a shareholder proposal urging the board to divide the positions. The proposal has the backing of several large pension funds as well as the big shareholder advisory groups I.S.S. and Glass Lewis.
Although Dimon is viewed as having successfully navigated JPMorgan through the worst of the financial crisis, in the past year or so he has come under fire on a number of fronts. His vocal criticism of new bank regulation has helped him become a symbol of Wall Street's resistance to reform. Losses stemming from the bank's London Whale fiasco have sparked shareholder ire and concerns that Dimon's reputation for risk-management might not be all it was cracked up to be. (For an extensive background on this, see this post on the shareholder vote.)
The shareholder vote is only advisory, a vote to separate the CEO job from the chairmanship will be viewed as both a personal rebuke for Dimon and a shift in the balance of power in corporate America. Many large financial institutions have CEOs who are also chairman, as do the majority of companies in the S&P 500. Typically proposals from outside shareholders only overcome management resistance when a company is in legal or regulatory trouble or its share price is depressed.
Last year a similar proposal garnered the votes of 40 percent of the shares, which is considered unusually high. If that number moves up significantly, it would be an embarrassment to Dimon and the board—even if it fails to garner a majority. If it moves down or simply stays level, it will be viewed as an endorsement of Dimon's leadership.
The bank has been under extensive regulatory pressure. In addition to the London Whale fiasco, the bank has faced scrutiny over its handling of Bernie Madoff accounts, accusations of shenanigans regarding Midwest and California electricity markets, and has been accused by the Office of the Comptroller of the Currency of having inadequate protections against money laundering.
In addition to its support for dividing the CEO and chairman jobs, I.S.S. has called upon shareholders to withhold support for three directors who serve on the risk policy committee.
Follow me on Twitter