Banking

BofA to hold special meeting on chairman issue

Brian Moynihan, CEO of Bank of America, was named chairman last year, a move that upset some shareholders and reversed a 2009 bylaw change that separated the positions. On Friday, the bank said it will hold a special meeting to allow investors to vote on the matter.
Brian Moynihan, CEO of Bank of America, was named chairman last year, a move that upset some shareholders and reversed a 2009 bylaw change that separated the positions. On Friday, the bank said it will hold a special meeting to allow investors to vote on the matter. Bloomberg

Bank of America said Friday it will hold a special meeting to allow shareholders to vote on its controversial decision last year to give CEO Brian Moynihan the chairman title.

The bank disclosed plans for the special meeting in a securities filing Friday morning. Bank spokesman Lawrence Grayson said the bank will determine a date, time and location for the meeting once regulators finish their review of the filing. A placeholder in the filing indicates the meeting will be held later this year.

Before Friday’s announcement, it was unclear whether the bank would allow the vote at a special meeting of shareholders or a regular annual shareholder meeting. When the bank in May initially announced plans to hold the meeting, it said only that it expected it to occur no later than its 2016 annual meeting of shareholders.

In Friday’s filing, the bank asks shareholders to ratify its move to name Moynihan chairman, a decision that upset some large shareholders who felt investors should have received a say in the matter. In giving the title to Moynihan, the bank’s board unilaterally reversed a 2009 bylaw change that separated the chairman and CEO positions.

The bank has “heard your desire to vote on this action,” it tells shareholders in Friday’s filing.

Bank of America says it will split the roles if a majority of shareholders vote in opposition. The roles will stay combined if a majority vote in favor.

The flap over recombining the roles prompted two shareholder advisory firms to recommend investors vote against some of the bank’s directors who were up for election at the annual shareholders meeting in Charlotte last May.

Two days before that meeting, the bank announced its plans to allow the shareholder vote.

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