Bank of America Holders to Vote on Bylaw Change Giving Chairman Job to Moynihan

By Christina Rexrode 

Bank of America Corp. said Monday that it will give shareholders the chance to vote on the board's decision in October to give the chairmanship to CEO Brian Moynihan.

When board members last fall made Mr. Moynihan the board chairman, they overturned a 2009 shareholder-passed rule requiring that the two jobs be held by separate people, and changed the bank's bylaws.

In a letter to shareholders, signed by Mr. Moynihan and the board's lead independent director, Jack Bovender, the bank said "a number of stockholders" had told the bank that they "should have been given the opportunity to vote to ratify the board's bylaw change."

The bank will hold its annual meeting Wednesday, but that vote won't be on the ballot yet. The bank said it will hold the vote before next year's annual meeting. The board already changed the bylaw, so the vote is meant to confirm the board's decision.

"We appreciate the candor with which stockholders have shared their insights, both in support of the decision and in expressing reservations about the process," Mr. Bovender and Mr. Moynihan wrote in the letter to shareholders.

Write to Christina Rexrode at [e-mail]

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