Council of Institutional Investors

Meeting Follow Up
Thursday, May 7, 2015
by: Rosemary Lally

Section: CII Governance Alert

A decision made by Bank of America’s board at the 11th hour to change course and allow a shareholder vote on recombining the roles of chair and CEO appears to have quelled investors’ ire.

Although the company did not release vote tallies from the May 6 annual meeting, it did issue a press release saying shareholders elected the 13 director nominees, approved the say-on-pay proposal and passed the amendment and restatement of the 2003 Key Associate Stock Plan. The statement also said none of the shareholder proposals up for a vote passed.

Just before the annual meeting, the Bank of America board angered many of its shareholders by revealing that it had unilaterally changed a binding bylaw amendment that shareholders had approved in 2009 to require an independent chair. At the company’s 2009 annual meeting 50.3 percent of the votes cast supported a binding proposal filed by the Service Employees’ International Union Master Trust. The approval of that resolution resulted in the separation of the roles of chair and CEO.

On May 4 the bank announced that it will let shareholders vote on the board’s decision to recombine the CEO and chair roles at some point in the next year, though it did not offer any details.
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