BofA director May elected with just 66% of shares voted

Director Thomas May, chairman of Bank of America’s corporate governance committee, was elected Wednesday with just 66.7 percent of shares voted, a sign stockholders were upset with the way the bank’s board combined the CEO and chairman roles last fall.

Two proxy advisory firms had recommended shareholders vote against some of the bank’s directors over the board’s move last fall to change bylaws to allow CEO Brian Moynihan to assume the chairman title. That move reversed a 2009 shareholder vote that required an independent chairman.

At Wednesday’s annual shareholder meeting, the Charlotte bank said all 13 directors were elected, but the voting percentages weren’t disclosed until a securities filing on Thursday. May’s tally was substantially lower than most of the other directors and less than the 98 percent of shares voted that he received in 2014.

So far in 2015, directors at S&P 500 companies on average have received nearly 98 percent of shares voted, according to ISS Voting Analytics.

The three other members of Bank of America’s corporate governance committee – Sharon Allen, Frank Bramble and Lionel Nowell – were elected with about 71 percent of the shares voted, according to Thursday’s filing. Directors needed more than 50 percent of shares voted to be elected.

By comparison, eight other Bank of America directors received around 97 percent of shares voted or higher. Moynihan tallied about 94 percent. Bank of America spokesman Larry Grayson declined to comment.

Proxy advisory firm Institutional Shareholder Services had urged shareholders to vote against all four members of the corporate governance committee, while Glass, Lewis & Co. opposed just May.

On Monday, the bank reversed course and said it will hold a vote on the bylaw change no later than the May 2016 annual shareholders meeting. At Wednesday’s 2015 meeting, lead director Jack Bovender Jr. said shareholders were right to oppose the bank’s process, but said he supported giving Moynihan the title.

Thursday’s filing also showed little support for a proposal calling on the bank to break itself up into parts. That measure was backed by only 4 percent of shares voted.

This story was originally published May 7, 2015 at 5:33 PM with the headline "BofA director May elected with just 66% of shares voted."