As filed with the Securities and Exchange Commission on April 25, 2018
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 25, 2018
___________________________
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 5.07. Submission of Matters to a Vote of Security Holders.
(a) On April 25, 2018, Bank of America Corporation (the “Corporation”) held its 2018 Annual Meeting of Stockholders.
(b) The Corporation’s stockholders elected all of the nominees for director; approved the advisory vote on executive compensation; and ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2018. The Corporation’s stockholders did not approve the stockholder proposal 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 to 5 Preferred Stock voted together as a class.
1. Election of Directors: | ||||||||||||||||
For | Against | Abstain | Broker Non-Votes | |||||||||||||
Sharon L. Allen | 7,481,729,008 | 51,891,924 | 35,324,154 | 1,448,446,655 | ||||||||||||
Susan S. Bies | 7,481,840,623 | 51,856,984 | 35,247,479 | 1,448,446,655 | ||||||||||||
Jack O. Bovender, Jr. | 7,483,181,857 | 48,054,504 | 37,708,725 | 1,448,446,655 | ||||||||||||
Frank P. Bramble, Sr. | 7,426,624,079 | 104,607,897 | 37,713,110 | 1,448,446,655 | ||||||||||||
Pierre J.P. de Weck | 7,472,942,381 | 58,223,891 | 37,778,814 | 1,448,446,655 | ||||||||||||
Arnold W. Donald | 6,705,919,440 | 800,885,528 | 62,140,118 | 1,448,446,655 | ||||||||||||
Linda P. Hudson | 7,486,468,522 | 46,739,324 | 35,737,240 | 1,448,446,655 | ||||||||||||
Monica C. Lozano | 7,427,686,127 | 105,234,956 | 36,024,003 | 1,448,446,655 | ||||||||||||
Thomas J. May | 7,310,570,036 | 221,463,320 | 36,911,730 | 1,448,446,655 | ||||||||||||
Brian T. Moynihan | 7,282,839,707 | 228,707,656 | 57,397,723 | 1,448,446,655 | ||||||||||||
Lionel L. Nowell, III | 7,474,775,234 | 56,471,545 | 37,698,307 | 1,448,446,655 | ||||||||||||
Michael D. White | 7,481,492,558 | 48,720,912 | 38,731,616 | 1,448,446,655 | ||||||||||||
Thomas D. Woods | 7,468,962,034 | 62,557,802 | 37,425,250 | 1,448,446,655 | ||||||||||||
R. David Yost | 7,472,553,863 | 59,041,000 | 37,350,223 | 1,448,446,655 | ||||||||||||
Maria T. Zuber | 7,486,676,842 | 46,436,947 | 35,831,297 | 1,448,446,655 | ||||||||||||
2. Approving the Corporation’s Executive Compensation (an Advisory, Non-binding “Say on Pay” Resolution): | ||
For | 7,120,492,596 | |
Against | 394,577,689 | |
Abstain | 53,874,801 | |
Broker Non-Votes | 1,448,446,655 | |
3. Ratifying the Appointment of the Corporation’s Independent Registered Public Accounting Firm for 2018: | ||
For | 8,743,388,111 | |
Against | 230,175,263 | |
Abstain | 43,828,367 | |
4. Stockholder Proposal - Independent Board Chair: | ||
For | 2,299,321,764 | |
Against | 5,190,440,714 | |
Abstain | 79,182,608 | |
Broker Non-Votes | 1,448,446,655 | |
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 25, 2018