BlackRock outsourced its voting because of a provision in the Bank Holding Company Act. Because of its ties to the PNC Financial Services Group, BlackRock is required to outsource its votes to independent third parties when ownership exceeds a certain threshold. This provision is aimed at stopping any one company from having inordinate influence over the banking industry. BlackRock appears to be the only major JPMorgan shareholder to be affected this way.
Behind the scenes, JPMorgan has been aggressively working to persuade shareholders to support having Mr. Dimon hold both the chairman and chief executive titles. Most shareholders will not vote until the week before the May 21 meeting and in the leadup, board members are sitting down with some of JPMorgan's biggest shareholders to make their case.
"There's a fundamental conflict in combining the roles of chairman and C.E.O.," Anne Simpson, the director of corporate governance at Calpers, the big California public pension fund that is the bank's 50th-biggest shareholder. "It's all thrown into stark relief when you're dealing with a company that's too big to fail." The pension fund plans to vote for a split.
Some directors and top bank executives say privately that it should be up to the board, not shareholders, to make the decision to sever the two roles.
They also contend that shareholders need to put the trading loss by the bank's chief investment office in London in context. While the loss was damaging, they note it was an isolated incident and in some ways things have never been better at the bank. Last month, the bank reported its 12th consecutive quarterly profit, aided by strong revenue gains from investment banking and mortgage-related activity.
Still there is some concern that investors are unhappy with the fallout from the trading losses and persistent regulatory issues, wondering whether a board shake-up is needed to rein in Mr. Dimon.
The report by I.S.S. cites "material failures of stewardship and risk oversight" by the bank's board after a multibillion-dollar trading loss last year. (Both I.S.S. and Glass, Lewis do not actually vote shares, but many investors follow their recommendations, or use them as a basis on how to vote.)
I.S.S.'s pointed criticism of JPMorgan directors and its recommendation that shareholders withhold support for three who serve on the board's risk policy committee — David M. Cote, James S. Crown and Ellen V. Futter — was a rare move for the organization, which noted that its recommendation was usually only under "extraordinary circumstances."
In its report, Glass, Lewis echoed the criticism of directors on the risk policy committee and recommended votes against three additional directors: Crandall C. Bowles, James A. Bell and Laban P. Jackson, who are members of the board's audit committee.
"We believe that shareholders may justifiably expect that the audit committee of one of the nation's largest banks, and one of the largest participants in the global capital and derivative markets, should act to ensure that the bank's traders cannot obfuscate the values of their positions with as much ease as evidently occurred in the London Whale matter," Glass, Lewis wrote.
Both the Glass, Lewis and I.S.S. reports raise questions about the independence of several board members.
The directors, the reports note, have business relationships with JPMorgan. Crandall C. Bowles, for example, as chairman of the board of Springs Industries, has a financial relationship with JPMorgan. The bank, according to I.S.S., is currently "acting as financial adviser" to Springs Industries and could participate "in financing" for a possible acquisition.
The financial relationships are transparent and fully disclosed to regulators and investors, a person close to the bank noted.
Michael J. de la Merced contributed reporting.