8-KLeadership ChangesExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Executive Changes (Sep 21, 2009)

Filed September 21, 2009For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

Bank of America Corporation (BAC) filed an 8-K report on September 21, 2009, primarily to announce the appointment of Charles "Chad" O. Holliday, Jr. to its Board of Directors. This appointment is effective immediately and Mr. Holliday is expected to serve on the Corporate Governance Committee and a newly formed credit committee. His compensation will follow the company's standard practices for non-employee directors, with initial awards prorated until the next annual meeting. This filing is notable as it occurs during a period of significant financial market stress and scrutiny for major financial institutions, including Bank of America. The addition of a director, particularly one expected to serve on a credit committee, could be viewed by investors as a move to strengthen oversight and governance, especially concerning credit risk management. The company also included a press release detailing this appointment as an exhibit.

Key Highlights

  • 1Appointment of Charles "Chad" O. Holliday, Jr. to the Board of Directors, effective September 21, 2009.
  • 2Mr. Holliday is slated to join the Corporate Governance Committee.
  • 3He will also serve on a new credit committee, set to be effective October 27, 2009.
  • 4Compensation for Mr. Holliday as a non-employee director will be in line with company policy, with pro-rated initial awards.
  • 5The appointment is disclosed via an 8-K filing on September 21, 2009.
  • 6A press release announcing the director appointment is included as an exhibit.

Frequently Asked Questions

Bank of America filed this 8-K to announce a material event: the appointment of Charles "Chad" O. Holliday, Jr. to its Board of Directors.

While this specific 8-K does not detail Mr. Holliday's full background, his appointment to the Corporate Governance and a new Credit Committee suggests the board is seeking expertise in governance and credit risk management. Investors may look to the referenced press release (Exhibit 99.1) or other public filings for more detailed biographical information.

Mr. Holliday will receive compensation as a non-employee director according to Bank of America's established practices, as described in its March 18, 2009 proxy statement. His initial cash and stock awards will be prorated from his appointment date until the company's next annual stockholder meeting.

The formation of a new credit committee, on which Mr. Holliday will serve, indicates a focus on strengthening oversight of the company's credit-related activities. Given the financial climate of 2009, this could signal a proactive effort by Bank of America to enhance its credit risk management and governance structures.