By Jennifer Reingold, senior editor
FORTUNE -- It was just another beautiful day in Tampa. The sun shone, birds sang, and the manicured lawn at the suburban campus of JPMorgan Chase sparkled as though it had never been touched by shoes before. It probably hadn't before Tuesday morning, when a scrum of shareholders, gadflies, and reporters bunched up on the lawn, awaiting entrance into the 2013 annual meeting of the banking giant.
Shareholder meetings aren't usually known for scintillating drama, but the expectations for this one were pretty high. In the light of the $6 billion loss suffered by JPMorgan (JPM) in 2012's London Whale trading debacle -- not to mention the ongoing debate over new banking regulation -- activist shareholders had made this meeting Ground Zero for the debate over the role of the chief executive, specifically whether or not banks and other large public companies need an independent chairman.
Perhaps anticipating trouble, the bank, for the second year in a row, elected to hold the meeting far away from its New York headquarters, safely ensconced inside a suburban office park and under the protection of a phalanx of cops. Protesters had been expected, but none made it through; the result felt more like a lunch gathering of a local Toastmasters than Ground Zero of the governance movement.
For all the promised fireworks, the meeting was more anticlimactic than anything. Some 68.8% of JPMorgan's stockholders voted to keep the current executive structure -- with Jamie Dimon as CEO and Chairman. That number, while still very low relative to most shareholder proposals, was surely a disappointment for the union AFSCME, fund managers at Hermes, and the State of Connecticut, which all sponsored the proposal to split the two roles. Last year, as JPMorgan's London Whale trade losses were exposed, a similar proposal gained some 40% of shareholder votes.
Lisa Lindsley, director of capital strategies at AFSCME, put a brave face on the tally. "I think 32% is still a strong call for reform," she said, "and I hope the company won't make the same mistake of ignoring it." She said she did expect changes very soon on the board of directors, noting that one of them, Ellen Futter, received only 53% support (Futter was the only director not in attendance).
Regardless of how one feels about the CEO and Chairman roles, there's no denying that the activists picked a tough target. Dimon, despite losing some credibility over the past year as the extent of the London trading losses unfolded, remains the most popular executive in the banking industry, and JPMorgan managed to post record earnings for the third year in a row. Its supporters were able to turn the vote into a referendum on Dimon's own popularity -- a referendum they were sure to win.
Dimon seemed to relish the combat -- perhaps because he knew he wasn't really in danger. And watching the meeting unfold left no doubt just who is in charge. Unlike the annual meeting at Citigroup (C), where independent chairman Mike O'Neill basically ran the show, only occasionally deferring to CEO Mike Corbat, Dimon was clearly in control. He held court on the way in, shaking hands and cracking jokes, and jumped in to respond to virtually every shareholder question -- including those directed specifically at the board.
"We can't tell you we don't make mistakes and there's not a bad apple among [us]," he said, almost grudgingly, before returning to his jeremiad against more regulation. "The U.S. does have the best, deepest, wisest and most transparent capital markets. There are flaws, but let's not throw the baby out with the bathwater."
Asked about succession and the large amount of executive departures at JPMorgan, lead director Lee Raymond said the company is full of talent that could one day succeed Dimon, but that "I hope that time is much in the future and I have no illusions that we will be able to clone Jamie."
Raymond needn't worry. Dimon doesn't seem to be going anywhere anytime soon.
Is financial reform putting too much emphasis on shareholders who aren't there for the long haul?
By Heidi N. Moore, contributor
One potential irony of financial reform: Would instituting new rules to limit short-term decision-making in the boardroom lead us to favor those who make short-term decisions in the markets?
The financial reform bill, it turns out, comes down squarely on the side of shareholders as the ultimate power. Since the 1930s, corporate MOREJul 9, 2010 12:38 PM ET
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