BANK OF AMERICA CORPORATION | Shareholder proposal requesting independent board chair

Status
AGM passed
AGM date
Previous AGM date
Proposal number
9
Resolution details
Company ticker
BAC
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that separate people hold the office of the Chairman and the office of the CEO as follows:
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board.
Supporting statement
Filer: John Chevedden

This policy could be phased in when there is a leadership transition.
This proposal topic won 52% support at Boeing and 54% support at Baxter International. Boeing then adopted this proposal topic in June 2020.
The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.
A lead director is thus no substitute for an independent board chairman. With the current CEO serving as Chair this means giving up a substantial check and balance safeguard that can only occur with an independent Board Chairman. A lead director cannot call a special shareholder meeting.
A lead director can delegate many details of his lead director duties to management and then simply rubber-stamp it. Management has not explained how shareholders can be sure of what goes on in regard to lead director delegation.
One sign that Bank of America management does not believe in shareholder input on this important topic is that BAC management gives its shareholders extra “help” to make sure shareholders vote the management approved way. BAC management routinely spends shareholder money to publish a glossy simplified voting guide for dummies shortly before the annual meeting. How can there be any genuine shareholder engagement if management is routinely stacking the deck in its favor with an extra dose of the approved management way to vote?
This proposal topic previously won 30% support from Bank of America shareholders in spite of an extra edition of how management thinks shareholders should vote.
There is clearly a need for a change because the BAC stock price was at $32 five years ago.
The increased complexities of companies of more than $240 Billion in market capitalization, like BAC, increasingly demand that 2 persons fill the 2 most important jobs in the company—CEO and Chairman.

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