Bank of America Gives Details on Vote About Moynihan's Role

By Lisa Beilfuss 

Bank of America Corp. on Friday gave more details about its plans for letting shareholders have a say about whether Chief Executive Brian Moynihan can keep his chairman title.

Responding to pushback from influential shareholders, including California State Teachers' Retirement System, the second-largest pension fund in the U.S. by assets, the bank in May said it would give shareholders a chance to vote on the move the company made in October to give Mr. Moynihan the role.

In a filing with the Securities and Exchange Commission, the Charlotte, N.C.-based lender said it appreciates "the candor" with which holders have expressed "insights and perspectives" and confirmed it is calling a special meeting with a vote to ratify the board's power to select a leadership structure that it sees fit.

To elevate Mr. Moynihan, board members overrode a 2009 rule passed by shareholders during the depths of the financial crisis requiring that the two jobs be held by separate people. The board also changed the bank's bylaws to do so, frustrating big pension funds and other institutional investors who weren't consulted in advance.

In its filing Friday, Bank of America didn't set a date for the special meeting. The company said stockholders of record as of Aug. 10 will be eligible to vote.

Write to Lisa Beilfuss at [e-mail]

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