Summary
This Form 8-K filing by Bank of America Corporation (BAC) on December 14, 2005, primarily details changes to its nonemployee director compensation structure, effective April 26, 2006. The company is shifting from a mix of retainers and stock awards to a higher overall value, with a significant portion now in restricted stock. This move aims to better align director interests with shareholder value and is accompanied by the discontinuation of meeting fees. Additionally, the filing announces the appointment of General Tommy Franks to the Board of Directors, effective January 25, 2006, and his subsequent placement on the Audit Committee. The company also amended its bylaws to ensure that its indemnification provisions supersede those of any affiliate, strengthening protections for its directors and officers.
Key Highlights
- 1Nonemployee director compensation to increase, with a greater emphasis on restricted stock awards ($160,000 annual restricted stock award vs. $80,500 previously and a reduction in cash component).
- 2Annual cash award for nonemployee directors set at $80,000.
- 3Meeting fees for nonemployee directors will be eliminated.
- 4Annual cash retainer for the Audit Committee chairperson increased from $20,000 to $30,000.
- 5General Tommy Franks elected to the Board of Directors and appointed to the Audit Committee, effective January 25, 2006.
- 6Bylaws amended to ensure Bank of America's indemnification provisions take precedence over those of its affiliates.