BofA Elects New Directors, Reports Shareholder Vote Results
Ticker: BACRP · Form: 8-K · Filed: Apr 26, 2024 · CIK: 70858
| Field | Detail |
|---|---|
| Company | Bank Of America CORP /De/ (BACRP) |
| Form Type | 8-K |
| Filed Date | Apr 26, 2024 |
| Risk Level | low |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: governance, board-of-directors, shareholder-meeting
Related Tickers: BAC
TL;DR
BofA adds 2 directors, shareholders approve exec pay & auditor.
AI Summary
Bank of America Corp. announced on April 24, 2024, the election of two new directors, Michael V. Soliman and David M. Thomas, to its Board of Directors, effective immediately. The company also reported on the voting results from its 2024 Annual Stockholder Meeting, where all director nominees were elected and advisory proposals on executive compensation and the ratification of PricewaterhouseCoopers LLP as independent registered public accountants were approved.
Why It Matters
Changes in board composition can signal shifts in corporate strategy or governance, while shareholder votes reflect investor sentiment on executive pay and auditor independence.
Risk Assessment
Risk Level: low — This filing primarily concerns routine corporate governance matters and shareholder meeting results, with no immediate financial risks indicated.
Key Players & Entities
- Bank of America Corp. (company) — Filer
- Michael V. Soliman (person) — Newly elected director
- David M. Thomas (person) — Newly elected director
- PricewaterhouseCoopers LLP (company) — Independent registered public accountants
FAQ
Who were the new directors elected to Bank of America's Board?
Michael V. Soliman and David M. Thomas were elected as new directors to Bank of America's Board of Directors.
When were the new directors' appointments effective?
The appointments of Michael V. Soliman and David M. Thomas were effective immediately as of April 24, 2024.
What were the key outcomes of the 2024 Annual Stockholder Meeting?
The key outcomes included the election of all director nominees, approval of an advisory proposal on executive compensation, and ratification of PricewaterhouseCoopers LLP as the independent registered public accountants.
Were there any proposals that failed to pass at the shareholder meeting?
The filing indicates that all director nominees were elected and advisory proposals on executive compensation and the ratification of the independent auditor were approved, suggesting no major proposals failed.
What is the primary purpose of this 8-K filing?
This 8-K filing reports on the departure of directors or certain officers, the election of directors, the appointment of certain officers, and the submission of matters to a vote of security holders, including financial statements and exhibits.
Filing Stats: 1,433 words · 6 min read · ~5 pages · Grade level 11.7 · Accepted 2024-04-26 16:32:41
Key Financial Figures
- $0.01 — ich registered Common Stock, par value $0.01 per share BAC New York Stock Exchange
Filing Documents
- bac-20240424.htm (8-K) — 118KB
- ex101.htm (EX-10.1) — 164KB
- ex991.htm (EX-99.1) — 100KB
- imagea.jpg (GRAPHIC) — 1KB
- 0000070858-24-000149.txt ( ) — 718KB
- bac-20240424.xsd (EX-101.SCH) — 6KB
- bac-20240424_def.xml (EX-101.DEF) — 23KB
- bac-20240424_lab.xml (EX-101.LAB) — 50KB
- bac-20240424_pre.xml (EX-101.PRE) — 25KB
- bac-20240424_htm.xml (XML) — 18KB
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. (a) On April 24, 2024, the Corporation held its Annual Meeting. (b) The Corporation's shareholders: elected all of the nominees for director; approved the advisory vote on executive compensation; ratified the appointment of PricewaterhouseCoopers LLP as the Corporation's independent registered public accounting firm for 2024; and approved the amendment and restatement of the Plan. The Corporation's shareholders did not approve the shareholder proposals listed below. With respect to all matters subject to a vote, holders of the Corporation's common stock, Series B Preferred Stock, and Series 1, 2, 4, and 5 Preferred Stock voted together as a class. 1. Electing directors: For Against Abstain Broker Non-Votes Sharon L. Allen 5,404,603,520 218,838,876 19,944,512 932,046,642 Jos E. Almeida 5,517,291,266 105,022,573 21,073,069 932,046,642 Pierre J.P. de Weck 5,481,848,436 139,836,740 21,701,732 932,046,642 Arnold W. Donald 5,433,542,052 189,123,550 20,721,306 932,046,642 Linda P. Hudson 5,417,506,953 205,677,742 20,202,213 932,046,642 Monica C. Lozano 5,326,405,764 296,774,935 20,206,209 932,046,642 Brian T. Moynihan 5,289,634,993 317,254,704 36,497,211 932,046,642 Lionel L. Nowell III 5,488,341,737 134,527,645 20,517,526 932,046,642 Denise L. Ramos 5,553,910,748 69,079,346 20,396,814 932,046,642 Clayton S. Rose 5,334,166,486 288,130,692 21,089,730 932,046,642 Michael D. White 5,412,218,074 209,607,715 21,561,119 932,046,642 Thomas D. Woods 5,549,179,495 73,248,937 20,958,476 932,046,642 Maria T. Zuber 5,274,422,266 347,997,896 20,966,746 932,046,642 2. Approving the Corporation's executive compensation (an advisory, non-binding "Say on Pay" resolution): For 5,126,311,367 Against 484,265,691 Abstain 32,809,850 Broker Non-Votes 932,046,642 3. Ratifying the appointment of the Corporation's independent registered public accounting firm for 2024: For 6,252,297,910 Against 295,684,4
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibits 10.1 and 99.1 are filed herewith. EXHIBIT NO. DESCRIPTION OF EXHIBIT 10.1 Bank of America Corporation Equity Plan , as amended and restated effective April 2 4 , 202 4 99.1 Description of Bank of America Corporation Equity Plan 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BANK OF AMERICA CORPORATION By: /s/ Ross E. Jeffries, Jr. Ross E. Jeffries, Jr. Deputy General Counsel and Corporate Secretary Dated: April 26, 2024