BofA Lets Shareholders Vote on Chairman Change by Next Year

Will BofA’s Moynihan Relinquish Chairman Duties?

Bank of America Corp. will let shareholders vote on the rule change that enabled Chief Executive Officer Brian Moynihan to become chairman -- just not at this week’s annual meeting.

The bank’s directors in October amended bylaws set after a 2009 investor vote that required an independent chairman, according to a filing Monday from the Charlotte, North Carolina-based company. The new vote will occur “no later than our 2016” annual shareholder meeting, according to the filing.

Bank of America, the second-biggest U.S. bank by assets, is responding to criticism from proxy advisers including Institutional Shareholder Services, which said last month that four directors should be ousted for overruling the 2009 referendum by combining the roles of chairman and CEO. The bank failed to engage shareholders in order to avoid media attention, ISS said.

“A number of stockholders have expressed the view that stockholders should have been given the opportunity to vote to ratify the board’s bylaw change,” according to the filing, which was signed by Moynihan, 55, and lead independent director Jack Bovender, 69.

The vote can’t happen at the May 6 shareholder meeting in Charlotte because of the amount of time the process requires, said Larry DiRita, a bank spokesman. If the vote happens at next year’s meeting, Moynihan will have been chairman for more than 18 months.

Splitting Jobs

Moynihan’s predecessor, former CEO Kenneth Lewis, was stripped of his chairman title during the 2009 annual meeting by shareholders incensed over his handling of the Merrill Lynch & Co. takeover. The resolution to split the jobs of CEO and chairman won by a vote of just over 50 percent, and Lewis resigned later that year, paving the way for Moynihan’s promotion.

The four members of the board’s corporate governance committee are Sharon Allen, Frank P. Bramble, Lionel L. Nowell and Thomas J. May. Glass, Lewis & Co., another proxy-advisory firm, recommended in an April 19 report that shareholders vote against May, because he’s chairman of the committee.

“Although the board had ample opportunity to vet its plan with shareholders and/or allow them to ratify the decision afterward, it instead annulled a shareholder vote and acted to deny shareholders input,” ISS said in last month’s report.

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