Bank of America Shareholders Re-Elect All Directors--Update

By Christina Rexrode 

Bank of America Corp. shareholders re-elected all directors on Wednesday, according to preliminary tallies from the bank's annual meeting in its headquarters city of Charlotte, N.C.

In addition, Chief Executive and Chairman Brian Moynihan's pay was approved by 94% of shareholders, in line with last year's approval rating.

The bank didn't immediately disclose the margins by which the board members were elected. Two influential proxy-advisory firms, Institutional Shareholder Services and Glass Lewis, had recommended that investors vote against the head of the board's corporate-governance committee, Tom May.

At the meeting, attended by about 200 people, Mr. Moynihan highlighted bright spots such as investment-banking fees and home-equity loans. He reiterated that he will continue to make the company simpler and easier to manage, and defended the premise of big banking. A shareholder proposal asking the bank to examine whether it should split in two, separating the consumer bank from the investment bank, didn't pass.

"Size doesn't necessarily mean more risk," Mr. Moynihan said.

Some shareholders asked about the board's decision in October to elevate Mr. Moynihan to the chairman role, even though shareholders in 2009 passed a binding resolution requiring the two jobs be separated. Investors in recent weeks have registered unhappiness that they weren't consulted ahead of time.

The bank announced Monday that it will let shareholders vote, at some point in the next year, on whether they confirm or reject the board's decision.

Jack Bovender, a board member who became the lead independent director when Mr. Moynihan was elevated to chairman, said the board had had a thorough discussion before promoting Mr. Moynihan and was under a deadline because Chad Holliday, the former chairman, had made clear that he wanted to leave.

But Mr. Bovender also said it became clear to him, while talking to large investors in the past two or three weeks, that they were unhappy that the board hadn't sought their input before the announcement. Mr. Moynihan called Mr. Bovender on Saturday to suggest letting shareholders vote on the matter, Mr. Bovender said during the meeting. Mr. Moynihan said afterward that he wanted to "clear the air."

Mr. Bovender also said that Mr. Moynihan had been a high-performing CEO. "I thought personally that he deserved to have that combination of chairman and CEO," Mr. Bovender said. "I still feel that today."

The meeting was largely cordial, with other shareholders praising the bank for its work on housing for military veterans and low-income borrowers.

Some shareholders asked about the bank's stock price, which is still far below where it was before the financial crisis, and the dividend, which remains below that of rivals such as J.P. Morgan Chase & Co. and Wells Fargo & Co.

"We still have work to do," Mr. Moynihan said. "We fully admit that."

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