8-KCorporate ChangesExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Bylaw Amendment (Dec 16, 2022)

Filed December 16, 2022For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

Bank of America Corporation (BAC) has filed an 8-K report detailing amendments to its Corporate Bylaws, effective December 14, 2022. These amendments, approved by the Board of Directors, aim to clarify and streamline procedural and disclosure requirements for stockholders intending to propose business or nominate directors at company meetings. The revisions are largely in response to recent SEC rule changes, specifically the "universal proxy card" rules, and updates to Delaware corporate law. Key changes include enhanced clarity on the process for beneficial owners to participate in calling special meetings, stricter information requirements for stockholder proposals (aligning with annual meeting notifications), and updated provisions for meeting adjournments and stockholder list access. The amendments also introduce more comprehensive disclosure obligations for stockholders conducting proxy solicitations, including those utilizing universal proxy cards, and require them to disclose potential control-related plans. Additionally, the Bylaws now specify procedural requirements for proxy solicitations, such as using a non-white proxy card color.

Key Highlights

  • 1Amendments to Bank of America's Bylaws were approved and adopted by the Board of Directors on December 14, 2022.
  • 2The revisions aim to clarify and update procedural and disclosure requirements for stockholder-proposed business and director nominations.
  • 3Key changes are designed to comply with new SEC "universal proxy card" rules (Rule 14a-19) and recent amendments to the Delaware General Corporation Law.
  • 4Beneficial owners' ability to participate in calling special meetings has been clarified.
  • 5Stricter information and disclosure requirements are now in place for stockholders intending to introduce business or nominate directors, including those using universal proxy cards.
  • 6New rules are in effect regarding the color of proxy cards used by soliciting stockholders (must not be white).
  • 7The amendments are intended to ensure an orderly process for considering stockholder proposals and nominations.

Frequently Asked Questions

The main purpose is to clarify and update the rules and requirements for shareholders who want to propose business or nominate directors at Bank of America's shareholder meetings. These changes are largely in response to new SEC regulations, particularly the 'universal proxy card' rules, and updates to Delaware corporate law, aiming for a more orderly and transparent process.

The amendments clarify that beneficial owners can still participate in calling a special meeting. This is done through a written request made by the stockholder who holds the shares on behalf of the beneficial owner. The process for providing necessary information in such requests has also been standardized.

Shareholders soliciting proxies, particularly under the 'universal proxy card' rules, now have more extensive disclosure obligations. They must provide certain proxy solicitation information to the company, ensure proxy materials are distributed properly, and make specific undertakings related to their solicitation. They also need to disclose plans or proposals that could impact the control or ownership of the corporation and must use a proxy card color other than white.

Yes, the amendments to the Bylaws were effective as of the date they were approved by the Board of Directors, which was December 14, 2022.