[ by Melanie Gretchen and Howard Haykin ]

Jamie Dimon emerged triumphant from the vote on Monday to split the CEO and chairman roles.  It is what they expected and a challenge Mr. Dimon easily eclipsed, as only 32% of bank shares voted to split the chairman and chief executive roles – though not without obstacles including the "Whale in the room."

The Odds Seemingly Against Mr. Dimon:

• the "London Whale" trade which last year cost the bank $6.2 million
• 1 of 10 directors, Ellen Futter, a longtime member of the board’s risk policy committee, almost didn't show up, for fear that the negative attention "needlessly detracted from JPMorgan’s strengths and that it might hurt the reputation of the museum," of which she is president, according to Dealbook.  After calls from the CEO himself and 2 directors, she turned after all, though just barely got re-elected.
• "Some 40% of the shares last year had supported a similar proposal to split the top 2 jobs at the bank."

'Snatching Victory From The Jaws of Defeat'.   Typically, one might try and attribute Dimon's sizable victory, in part, to that tried and true proverb - "Time heals All Wounds."  But that seems improbable because, if anything, the entire controversy, festered with time. 

• The size of the losses ultimately reached $6.2 billion. 
• Critical remarks grew louder. 
• Jamie Dimon commonly found himself playing the role of Wall Street villian - a role that Goldman's Lloyd Blankfein had held for years, and still to this day wears the "Squid" connotation that he was given some 5 years earlier by a Village Voice writer.
• Jamie Dimon saw his compensation for 2012 cut in half for his role in failing to maintain effective internal controls and supervisory oversight.

And yet, Mr. Dimon not only prevailed - all of the directors who supported him were re-elected.  We now learn the long-term, deep-pocketed lobbying efforts that the bank employed to produce those results.

• From its Park Avenue HQ's, JPMorgan kept close tallies as shareholder votes came in. 
• To generate support, influential board members paired up with large shareholders.
• The bank held conference calls with big investors - including Neuberger Berman that last about 40 minutes and involved a “frank give and take” between JPMorgan executives and Neuberger portfolio managers. 
• Two (2) weeks before the vote, and support seemingly firmly behind the proposal, lead director Lee Raymond and William Weldon (chairs the corporate governance and nominating committee), met with large shareholders who were straddling the fences - e.g., officials from American Federation of State, County and Municipal Employees.
• Influential shareholder advisory firm, Institutional Shareholder Services, urged shareholders earlier this month to withhold their votes from 3 directors on the board’s policy committee.  While all 3 director – Ms. Futter, James S. Crown, and David M. Cote – barely received re-election, the 33-page report criticizing the directors' experience successfully shareholders from Mr. Dimon's role in their dissatisfaction.

"I think that given the resources that the management and the board threw at this, it’s not a surprise that the vote was lower than last year." -- Lisa Lindsley, the director of capital strategies at Afscme.

"To some extent this was a referendum on Jamie Dimon, and he is quite unique and special and no one can deny that.  To hold against him one unfortunate loss in the trading area, I think, is quite unfair." -- Marvin Schwartz, a portfolio manager at Neuberger Berman, which controls roughly 12 million shares and voted against the resolution.

Mr. Dimon sent an e-mail to employees after the annual meeting, writing:  "I love coming to work here every day — and hope to be doing it for years to come."   Not surprisingly, on his 30th wedding anniversary Mr. Dimon celebrated his expected victory.

[ C-I Note:   It all came down to extensive, long range plans that were carefully implemented.  Everyone participated, beginning with the highest levels.  While not a grass roots effort, it was a project that had a strongly and clearly defined goal that everyone could grasp and support. ]

For further details, go to [Dealbook, 5/21/13].