8-KCorporate ChangesExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Bylaw Amendment (Aug 3, 2010)

Filed August 3, 2010For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

This 8-K filing from Bank of America Corporation (BAC), filed on August 3, 2010, primarily reports on amendments to the company's bylaws that were approved by the Board of Directors on July 28, 2010. The most significant change lowers the threshold for record holders of common stock to request a special meeting of stockholders from 25% to 10%. This adjustment aims to make it easier for a larger group of shareholders to convene a special meeting to discuss important company matters. In addition to the shareholder request threshold, the amended bylaws now allow the Secretary to call a special meeting if requested by any government or regulatory agency. Furthermore, the exceptions for calling special meetings, previously applicable only to stockholder requests, will now also apply to requests made by the Board, Chairman, CEO, or President. These changes collectively reflect an effort to enhance corporate governance and responsiveness to both shareholder and regulatory demands.

Key Highlights

  • 1Bank of America's Board of Directors approved amendments to the company's bylaws on July 28, 2010.
  • 2The percentage of common stock record holders required to request a special shareholder meeting has been reduced from 25% to 10%.
  • 3The company's Secretary can now call a special meeting upon request from a government or regulatory agency.
  • 4Exceptions to calling special meetings are extended to include requests from the Board, Chairman, CEO, or President, in addition to stockholders.
  • 5These amendments are effective as of July 28, 2010.
  • 6The amended bylaws are filed as Exhibit 3.1 to the 8-K report.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce and detail amendments made to Bank of America's corporate bylaws, specifically concerning the process for calling special shareholder meetings. These changes were approved by the Board of Directors on July 28, 2010.

The reduction of the required shareholder ownership to call a special meeting from 25% to 10% means that a smaller percentage of the company's outstanding common stock is now needed to formally request such a meeting. This could potentially lead to more frequent special meetings if shareholders organize to discuss specific concerns.

Yes, the amended bylaws now explicitly allow the company's Secretary to call a special meeting if requested by any government or regulatory agency. Additionally, certain exceptions for calling special meetings, previously limited to stockholder requests, now also apply to requests made by the Board, Chairman, Chief Executive Officer, or President of the company.

The full text of the amended bylaws, as of July 28, 2010, is filed as Exhibit 3.1 to this Current Report on Form 8-K.