Bank of America Not Giving Shareholders a Vote on Chairman Decision

CHARLOTTE, N.C. (The Charlotte Observer/TNS) -

Bank of America shareholders learned Thursday that they won’t have a say in the bank’s move last fall to hand its CEO the chairman title.

The Charlotte bank’s annual proxy filing did not include any proposals that would allow stockholders to vote on the bank’s combination of the two roles. Instead, Bank of America strongly defended its decision to give CEO Brian Moynihan the extra title, saying in the filing it was based on a “well-researched” review and months of “thorough deliberation.”

Some large investors had been pushing for the bank to let shareholders vote on the bank’s October decision, which rolled back a bylaw change approved by shareholders in 2009 to split the roles. Some, but not all, of those investors later backed off the request.

The proxy contains other items that shareholders will get to vote on at the annual stockholders meeting on May 7, including a measure that asks the bank to examine ways to break itself up. The Charlotte Observer reported last week that the bank’s attempt to block the proposal had been nixed by the Securities and Exchange Commission.

To give Moynihan the chairman’s position, the bank’s board amended company bylaws to remove a requirement for an independent chairman. The role had been held by non-management directors since Moynihan’s predecessor, Ken Lewis, was stripped of the title in 2009 after he came under shareholder fire for the bank’s purchase of Merrill Lynch.

In Thursday’s proxy filing, the bank said its board decided to grant Moynihan the title after careful consideration, particularly “in view of the 2009 stockholder vote” in which 50.3 percent of shareholders who voted were in support of splitting the roles.

The bank said it examined a variety of material, including studies on the performance of companies with independent and non-independent chairs.

Bank of America acknowledged that there’s “a variety of viewpoints” on a board’s “optimal leadership structure.” But it concluded that the data do not prove any relationship “between a board having an independent chair and superior corporate governance or performance.”

The bank also noted that it created a lead independent chairman position in October. Jack Bovender Jr., a Bank of America director since August 2012, holds that position, which “creates a strong independent voice in the boardroom and serves our stockholders’ best interests.”

New York City Comptroller Scott Stringer, the investment adviser to New York City’s pension funds, is among those who had pushed for Bank of America to allow shareholders to vote on the chairman issue. Last week, Stringer’s office said the comptroller was no longer seeking a binding shareholder vote on the issue.

In a statement Thursday, Eric Sumberg, spokesman for Stringer, said the comptroller still would like to see an independent chair at the bank. Stringer’s office “will continue to engage the company on this issue.”

The proxy filing also outlined executive compensation at the bank in 2014. Once again, the lender’s chief operating officer out-earned Moynihan.

Tom Montag, who became the bank’s sole COO last year, made $14 million in salary, bonus and stock awards in 2014, compared with $13 million for Moynihan. Many of the compensation details were disclosed in filings earlier this year.