As filed with the Securities and Exchange Commission on May 8, 2013
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):
May 8, 2013
___________________________
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) | (I.R.S. 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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of stockholders of Bank of America Corporation (the "Company") was held on May 8, 2013.
(b) The stockholders elected all of the Company's nominees for director; approved the advisory vote on executive compensation; and ratified the appointment of PricewaterhouseCoopers LLP as the Company's registered independent public accounting firm for 2013. The stockholders did not approve any of the stockholder proposals, which are listed below.
1. Election of Directors: | ||||||||||||||||
Shares For | Shares Against | Shares Abstain | Broker Non-Votes | |||||||||||||
Sharon L. Allen | 5,596,771,100 | 58,558,032 | 26,391,435 | 2,608,099,884 | ||||||||||||
Susan S. Bies | 5,594,470,164 | 61,164,115 | 26,100,586 | 2,608,099,884 | ||||||||||||
Jack O. Bovender, Jr. | 5,594,101,620 | 59,338,355 | 28,292,029 | 2,608,099,884 | ||||||||||||
Frank P. Bramble, Sr. | 5,568,126,742 | 85,265,324 | 28,342,763 | 2,608,099,884 | ||||||||||||
Arnold W. Donald | 5,409,413,425 | 244,133,789 | 28,183,231 | 2,608,099,884 | ||||||||||||
Charles K. Gifford | 5,556,971,998 | 98,066,721 | 26,694,748 | 2,608,099,884 | ||||||||||||
Charles O. Holliday, Jr. | 5,571,111,444 | 82,656,030 | 27,967,446 | 2,608,099,884 | ||||||||||||
Linda P. Hudson | 5,578,909,561 | 76,361,464 | 26,462,697 | 2,608,099,884 | ||||||||||||
Monica C. Lozano | 5,581,848,896 | 74,198,726 | 25,687,962 | 2,608,099,884 | ||||||||||||
Thomas J. May | 5,583,216,260 | 67,999,413 | 30,520,581 | 2,608,099,884 | ||||||||||||
Brian T. Moynihan | 5,589,058,927 | 68,832,847 | 23,841,229 | 2,608,099,884 | ||||||||||||
Lionel L. Nowell, III | 5,591,170,519 | 62,971,568 | 27,592,569 | 2,608,099,884 | ||||||||||||
R. David Yost | 5,549,073,974 | 104,553,538 | 28,108,218 | 2,608,099,884 | ||||||||||||
2. Advisory (Non-Binding) Vote to Approve Executive Compensation (Say On Pay): | ||
For | 5,268,991,732 | |
Against | 344,914,805 | |
Abstain | 67,818,373 | |
Broker Non-Votes | 2,608,099,884 | |
3. Ratification of the Appointment of the Registered Independent Public Accounting Firm for 2013: | ||
For | 8,096,772,602 | |
Against | 147,051,513 | |
Abstain | 45,990,940 | |
Broker Non-Votes | — | |
4. Stockholder Proposal: Report on Political Contributions: | ||
For | 1,968,987,498 | |
Against | 3,410,147,822 | |
Abstain | 302,566,853 | |
Broker Non-Votes | 2,608,099,884 | |
5. Stockholder Proposal: Proxy Access: | ||
For | 494,032,001 | |
Against | 5,128,430,284 | |
Abstain | 59,238,797 | |
Broker Non-Votes | 2,608,099,884 | |
6. Stockholder Proposal: Multiple Board Service: | ||
For | 243,750,264 | |
Against | 5,383,880,197 | |
Abstain | 54,079,248 | |
Broker Non-Votes | 2,608,099,884 | |
7. Stockholder Proposal: Political Contributions: | ||
For | 251,289,858 | |
Against | 5,245,813,879 | |
Abstain | 184,602,632 | |
Broker Non-Votes | 2,608,099,884 | |
8. Stockholder Proposal: Mortgage Servicing: | ||
For | 1,345,745,166 | |
Against | 4,025,697,688 | |
Abstain | 310,282,789 | |
Broker Non-Votes | 2,608,099,884 | |
9. Floor Proposal: Climate Change Risk Mitigation: | ||
For | 1,029 | |
Against | 5,681,738,832 | |
Abstain | — | |
Broker Non-Votes | — | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BANK OF AMERICA CORPORATION | |||
By: | /s/ Jennifer E. Bennett | ||
Jennifer E. Bennett | |||
Assistant Secretary and Associate General Counsel | |||
Dated: May 8, 2013