8-KCorporate ChangesExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Bylaw Amendment (Dec 30, 2019)

Filed December 30, 2019For 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 announces corporate housekeeping actions related to its preferred stock. The company has filed a Certificate of Elimination to remove several series of preferred stock that have already been redeemed or reacquired from its charter. Additionally, a Certificate of Retirement has been filed to reduce the authorized shares of two specific preferred stock series that were also previously redeemed. These actions effectively streamline the company's charter by removing references to these now-retired securities. Following these filings, Bank of America also filed a Restated Certificate of Incorporation. This restated document consolidates these changes and updates outdated provisions, presenting a cleaner and more current corporate charter. Importantly, all the affected preferred stock series had no shares outstanding prior to these filings, meaning this action does not impact current share counts or the company's financial structure from an operational perspective. For investors, this filing signifies a tidying up of the corporate structure, which can improve clarity but does not represent a significant strategic shift or financial event.

Key Highlights

  • 1Bank of America filed a Certificate of Elimination to remove multiple series of preferred stock from its Amended and Restated Certificate of Incorporation.
  • 2These eliminated preferred stock series had all been previously redeemed, repurchased, or reacquired and had no shares outstanding at the time of the filing.
  • 3A Certificate of Retirement was filed to reduce the authorized number of shares for Series C and Series BB Preferred Stock, which were also previously redeemed.
  • 4The company filed a Restated Certificate of Incorporation to incorporate these changes and update outdated provisions.
  • 5The actions taken restore all eliminated and retired shares to the status of authorized but unissued preferred stock.
  • 6These corporate housekeeping actions are effective as of December 27, 2019.
  • 7No outstanding shares were affected by these filings, as all relevant preferred stock had already been retired or redeemed.

Frequently Asked Questions

The main purpose of this 8-K filing is to update Bank of America's corporate charter by eliminating references to several series of preferred stock that have already been redeemed or repurchased. It also reduces the authorized share count for other specific preferred stock series that were similarly retired. This is a corporate housekeeping action to clean up the company's official charter documents.

No, this filing does not affect the number of outstanding shares of Bank of America. The filing explicitly states that all the preferred stock series mentioned in the Certificate of Elimination and Certificate of Retirement had no shares outstanding at the time of the filings, as they had already been redeemed, repurchased, or reacquired.

From a direct financial perspective, this filing has no immediate implications for investors. It is a procedural update to the company's corporate structure and does not involve any new share issuance, debt, or changes to the company's existing financial performance or capital structure. Its primary impact is on the clarity and organization of Bank of America's charter.

This means that the previously authorized shares for the eliminated or retired preferred stock series are no longer specifically designated as such in the company's charter. They revert to a general pool of authorized preferred stock that the company could potentially issue in the future, if desired, under different terms. However, since these specific series are being removed, it implies they are unlikely to be reissued in their prior forms.