BofA shareholders to vote Tuesday on chairman issue

Almost a year after Bank of America awarded CEO Brian Moynihan the chairman title, the lender’s shareholders on Tuesday will have the final word on that decision.

The Charlotte-based bank is scheduled to hold a special meeting in uptown so shareholders can vote on whether to ratify the lender’s move last October to change its bylaws and eliminate its requirement for an independent chairman.

If a majority of shareholders oppose the bank’s recombination of the chairman and CEO roles, the lender has said it will honor those wishes and split them once again. That means Moynihan will no longer be chairman.

The vote’s outcome is expected to be announced Tuesday. It is not clear when the bank would announce a new chairman if it loses.

Bank of America scheduled the special meeting after receiving backlash from shareholders upset that the lender did not consult with them before making the bylaws change last fall. When it made the change, the bank’s board also handed Moynihan the chairman position.

By amending its bylaws, the bank’s board nixed a change approved by shareholders in 2009 to separate the positions, which stripped then-CEO Ken Lewis of the chairman title.

Pension funds and two prominent firms that advise shareholders are among those opposed to Bank of America’s recombination of the roles. Opponents argue, among other things, that the bank flaunted the will of shareholders by making the recombination without seeking shareholder approval.

Bank of America’s board has said having Moynihan, CEO since 2010, also serve as chairman creates a bridge between the board and management that best enables the company to execute on its strategy.

The meeting will be held at 10 a.m. in 1 Bank of America Center.

This story was originally published September 22, 2015 at 2:00 AM with the headline "BofA shareholders to vote Tuesday on chairman issue."