8-KShareholder Matters

BANK OF AMERICA CORP /DE/ 8-K Report, Shareholder Vote Results (May 11, 2011)

Filed May 11, 2011For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

This Form 8-K filing from Bank of America Corporation reports on the results of its Annual Meeting of Stockholders held on May 11, 2011. The key takeaway for investors is the outcome of various voting matters, including the election of directors, advisory votes on executive compensation and its frequency, and the ratification of the company's auditor. Notably, all director nominees were elected, and the company's executive compensation received an advisory "say on pay" approval. The ratification of PricewaterhouseCoopers LLP as the independent auditor for 2011 was also approved. While the company's proposals and director elections passed, the filing also details the results of several stockholder proposals. Investors should note that all twelve stockholder proposals presented at the meeting failed to gain majority approval. These proposals covered a range of topics including disclosure of government employment, written consent, mortgage servicing, lobbying, derivatives trading, cumulative voting, incentive compensation recoupment, and relocation benefits.

Key Highlights

  • 1All director nominees for Bank of America Corporation were elected by shareholders at the May 11, 2011 annual meeting.
  • 2Shareholders provided an advisory vote in favor of approving executive compensation ("Say on Pay").
  • 3Shareholders voted in favor of holding future advisory "Say on Pay" votes annually.
  • 4The appointment of PricewaterhouseCoopers LLP as the company's registered independent public accounting firm for 2011 was ratified by shareholders.
  • 5All twelve (12) stockholder proposals presented at the meeting failed to receive majority approval.
  • 6Significant non-votes were recorded for most director elections and several proposals, indicating a portion of shares were not cast for or against these matters.

Frequently Asked Questions

The main outcomes included the election of all director nominees, advisory approval of executive compensation (Say on Pay), and approval of the annual frequency for future Say on Pay votes. The appointment of PricewaterhouseCoopers LLP as the auditor was also ratified. Importantly, all 12 stockholder proposals failed to pass.

Yes, shareholders approved the executive compensation on an advisory (non-binding) basis with a significant majority of votes cast in favor.

The failure of all stockholder proposals indicates that the majority of voting shareholders did not support the initiatives presented by them. This suggests management's current approach aligns more closely with the sentiment of the majority of voting shareholders on these specific issues.

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Bank of America's registered independent public accounting firm for 2011 with a substantial majority of votes in favor.