BANK OF AMERICA CORPORATION | Independent Board Chairman at BANK OF AMERICA CORPORATION

Status
Omitted
Previous AGM date
Resolution details
Company ticker
BAC
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
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 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible. The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long term sustainability and credibility. Now could be a ripe time for this policy since Bank of America stock was at $50 in 2022 and at only $48 in late 2025 despite a robust stock market. Plus challenging news reports regarding BAC emerged in 2025. The Office of the Comptroller of the Currency issued a cease and desist order against BAC. The order cited violations and “unsafe or unsound practices” related to the bank’s compliance with the Bank Secrecy Act and anti money laundering regulations. The Guardian reported on new lawsuits filed against BAC regarding its ties to Jeffrey Epstein’s sex trafficking crimes. The lawsuits allege that BAC knowingly provided financial support that enabled Epstein’s activities and failed to file suspicious activity reports. Yahoo Finance and Nasdaq published articles noting that BAC’s asset quality continued to weaken in the first half of 2025. The uptrend in charge offs continued amid a worsening macroeconomic outlook and persistent high interest rates, which could hurt borrowers’ credit profiles. A Yahoo Finance article noted that shares of BAC were pressured by “broader macroeconomic concerns” and that one investment firm, Diamond Hill Capital, raised its position. A Yahoo Finance article reported that BAC’s Q2 revenue fell short of analyst estimates.

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