Document


As filed with the Securities and Exchange Commission on April 24, 2019
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
___________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 24, 2019
___________________________
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
1-6523
56-0906609
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
 
100 North Tryon Street
Charlotte, North Carolina 28255
 
 
(Address of principal executive offices)
 

(704) 386-5681
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
___________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
o




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On April 24, 2019, Bank of America Corporation (the “Corporation”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Corporation’s stockholders approved the Second Amendment (the “Amendment”) to the Bank of America Corporation Key Employee Equity Plan (as amended, the “Plan”) to, among other things, increase the number of shares of the Corporation’s common stock available for awards under the Plan by 150 million shares. The Plan’s terms are substantially unchanged other than the increase in the shares available for awards and provisions regarding minimum vesting requirements and tax withholding. In addition, the expiration date of the Plan was extended from May 5, 2025 to April 23, 2029.

A description of the material terms and conditions of the Plan appears on pages 72-79 of the Corporation’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 13, 2019 (the “2019 Proxy Statement”). That description, a copy of which is filed as Exhibit 99.1 hereto and is incorporated into this Item 5.02(e) by reference, does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is included as Appendix B to the 2019 Proxy Statement. The Amendment is attached as Exhibit 10.1 to this report and is incorporated into this Item 5.02(e) by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting was held on April 24, 2019.

(b) The Corporation’s stockholders elected all of the nominees for director; approved the advisory vote on executive compensation; ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2019; and approved the Amendment. The Corporation’s stockholders did not approve the stockholder proposals listed below. With respect to all matters subject to a vote, holders of the Corporation’s common stock, Series B Preferred Stock, and Series 1, 2, 4 and 5 Preferred Stock voted together as a class.

1. Election of Directors:
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Sharon L. Allen
6,994,624,670
 
 
64,444,889
 
 
28,621,092
 
 
1,347,093,596
 
Susan S. Bies
7,008,408,198
 
 
50,485,671
 
 
28,796,782
 
 
1,347,093,596
 
Jack O. Bovender, Jr.
7,003,498,383
 
 
53,069,416
 
 
31,122,851
 
 
1,347,093,596
 
Frank P. Bramble, Sr.
6,945,433,850
 
 
111,201,184
 
 
31,055,616
 
 
1,347,093,596
 
Pierre J.P. de Weck
6,987,286,196
 
 
68,945,255
 
 
31,459,200
 
 
1,347,093,596
 
Arnold W. Donald
6,982,417,422
 
 
73,680,284
 
 
31,592,945
 
 
1,347,093,596
 
Linda P. Hudson
7,008,184,879
 
 
49,749,669
 
 
29,756,102
 
 
1,347,093,596
 
Monica C. Lozano
6,915,998,843
 
 
142,486,516
 
 
29,205,293
 
 
1,347,093,596
 
Thomas J. May
6,858,802,176
 
 
189,165,606
 
 
39,722,869
 
 
1,347,093,596
 
Brian T. Moynihan
6,803,592,180
 
 
229,177,853
 
 
54,920,617
 
 
1,347,093,596
 
Lionel L. Nowell, III
6,991,901,113
 
 
64,431,622
 
 
31,357,916
 
 
1,347,093,596
 
Clayton S. Rose
7,005,281,574
 
 
50,924,485
 
 
31,484,592
 
 
1,347,093,596
 
Michael D. White
7,002,379,067
 
 
53,794,213
 
 
31,517,370
 
 
1,347,093,596
 
Thomas D. Woods
7,010,995,049
 
 
45,212,580
 
 
31,483,022
 
 
1,347,093,596
 
R. David Yost
6,986,403,038
 
 
69,743,398
 
 
31,544,214
 
 
1,347,093,596
 
Maria T. Zuber
7,010,890,386
 
 
47,627,698
 
 
29,172,567
 
 
1,347,093,596
 
2. Approving the Corporation's Executive Compensation (an Advisory, Non-binding "Say on Pay" Resolution):
 
 
For
6,752,218,622

Against
285,755,283

Abstain
49,716,745

Broker Non-Votes
1,347,093,596






3. Ratifying the Appointment of the Corporation’s Independent Registered Public Accounting Firm for 2019:
 
 
For
8,115,543,894

Against
281,813,690

Abstain
37,426,662

4. Approving the Amendment of the Bank of America Corporation Key Employee Equity Plan:
 
 
 
For
6,788,409,177

Against
254,664,592

Abstain
44,616,881

Broker Non-Votes
1,347,093,596

5. Stockholder Proposal - Report Concerning Gender Pay Equity:
 
 
 
For
1,608,331,746

Against
5,390,260,458

Abstain
89,098,447

Broker Non-Votes
1,347,093,596

6. Stockholder Proposal - Right to Act by Written Consent:
 
 
 
For
1,854,633,131

Against
5,172,332,961

Abstain
60,724,558

Broker Non-Votes
1,347,093,596

7. Stockholder Proposal - Enhance Shareholder Proxy Access:
 
 
 
For
1,825,607,424

Against
5,207,111,599

Abstain
54,971,627

Broker Non-Votes
1,347,093,596


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibits are filed herewith.
 
EXHIBIT NO.
  
DESCRIPTION OF EXHIBIT
 
 
 
  






SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
BANK OF AMERICA CORPORATION
 
 
 
 
 
By:
/s/ Ross E. Jeffries, Jr.
 
 
 
Ross E. Jeffries, Jr.
 
 
 
Deputy General Counsel and Corporate Secretary
Dated: April 24, 2019