Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.




On January 17, 2023, the Board of Directors of JPMorgan Chase & Co. (the "Firm")
adopted amendments to the Firm's By-laws, effective January 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 the U.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's Corporate
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

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits




(d)  Exhibit

    Exhibit No.                                      Description of Exhibit

3.2                          By-laws of JPMorgan Chase & Co., as amended, effective January 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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses