Summary
This 8-K filing from Bank of America Corporation (BAC), dated March 19, 2015, announces an amendment to its Amended and Restated Bylaws, effective March 17, 2015. The primary change involves Article IV, Section 2, which now mandates that directors must consistently meet the requirements set by the Corporation's primary regulators in their supervisory capacity. This emphasizes a strengthened focus on regulatory compliance and oversight for the board of directors. The most significant addition is a new Article IV, Section 8, which introduces a "proxy access" provision. This provision allows a qualifying stockholder or a group of up to 20 stockholders, who have continuously held at least 3% of the voting power for at least three years, to nominate directors for inclusion in the company's proxy materials. This group can nominate directors constituting up to 20% of the Board. The nomination process is subject to specific eligibility, procedural, and disclosure requirements, including a strict notice window of 150 to 120 days before the prior year's proxy material mailing date.
Key Highlights
- 1Bank of America amended its corporate bylaws, effective March 17, 2015.
- 2A key revision to Article IV, Section 2 requires directors to continuously meet primary regulator requirements for their supervisory roles.
- 3A new Article IV, Section 8 introduces a "proxy access" provision for director nominations.
- 4Qualifying stockholders (individually or in groups of up to 20) holding at least 3% of voting power for 3+ years can nominate directors.
- 5These stockholder-nominated directors can constitute up to 20% of the Board.
- 6The proxy access nomination process has specific eligibility and procedural requirements, including a strict notice period.