Dec. 5 (Bloomberg) -- Every Merrill Lynch & Co. board member except Chairman John Thain skipped the final act in the 94-year- old firm’s history, failing to appear for a shareholder vote on its sale to Bank of America Corp.

The board has presided over an 88 percent plunge in Merrill’s stock price from its high in January 2007. Writedowns on subprime mortgage-related bonds stuck the firm with five straight quarterly losses totaling $24 billion.

Thain, 53, who replaced ousted predecessor Stan O’Neal as chairman and chief executive officer a year ago, led today’s meeting at Merrill’s New York headquarters, where shareholders voted to endorse the sale. The nine other directors, including audit committee chairman Ann Reese and finance committee chairman Charles Rossotti, avoided being excoriated by Winthrop Smith Jr., a former Merrill executive whose father led the firm in the 1950s.

“Today is not the result of the subprime mess,” said Smith, 59, who left Merrill at the end of 2001. “This is the story of failed leadership and the failure of the board of directors to understand what was happening to this great company, and its failure to take action soon enough.”

Mark Herr, a Merrill spokesman, declined to comment.

Today’s approval, which the board had previously recommended, paves the way for the 60,900-employee firm to be folded into Bank of America later this year. The nine outside directors were paid an average of $265,000 in retainer fees and stock awards last year, according to an April 24 filing. Merrill also covers the cost of traveling to board meetings.

‘Shame on Them’

“Shame on them for not resigning,” Smith said. He used the word “shame” 14 more times in his remarks.

Alberto Cribiore, 63, who had been Merrill’s lead director and served as interim chairman following O’Neal’s departure, quit on Sept. 4, 11 days before the sale to Bank of America was announced. He joined Citigroup Inc., the New York-based bank whose share price has plunged 75 percent this year, as a vice chairman in its investment-banking division. Cribiore wasn’t replaced.

Other Merrill board members, according to the filing, include John Finnegan, the CEO of Chubb Corp.; Armando Codina, the president of Florida real-estate investment company Flagler Development Group; Virgis Colbert, a retired Miller Brewing Co. executive; Joseph W. Prueher, a former U.S. Navy admiral and U.S. ambassador to China; Aulana Peters, a former U.S. Securities and Exchange Commission commissioner; Carol Christ, the president of Smith College; and Judith Jonas, a former provost of Kings College, Cambridge.

‘Just a Director’

Rossotti, who is a former Internal Revenue Service commissioner, declined to say why he chose not to attend.

“It was a vote, and people could vote by proxy or in person,” he said when reached at home in Virginia. “I’m just a director, and I think any questions you want to have, you should direct to the company.”

Rossotti said Merrill’s board was having a regular meeting on Monday, and he planned to attend.

Colbert, reached at home in Wisconsin, also declined to say why he didn’t attend.

“It’s been public why we made the decision to sell to Bank of America, and that’s all I have to say,” he said.

$20 Billion Deal

In Bank of America’s hometown of Charlotte, North Carolina, board member Meredith Spangler was the only director apart from CEO Kenneth Lewis to attend a separate meeting today where the bank’s shareholders approved the purchase. Bank of America has completed more than $100 billion in takeovers during the past seven years.

Under the terms of the deal, Merrill stockholders will exchange each share they hold for 0.8595 shares of Bank of America, which was trading at $33.74 the day before the acquisition was announced. It closed today at $15.24. That means a deal initially valued at $50 billion, or $29 a share, is now worth about $20 billion, or $13.04, the price Merrill closed at today.

To contact the reporters on this story: Bradley Keoun in New York at bkeoun@bloomberg.net; Josh Fineman in New York at jfineman@bloomberg.net

Last Updated: December 5, 2008 18:09 EST