BANK OF AMERICA
NYSE:  BAC      Annual Meeting: 5/06/2015

Bank of America’s board has faced shareholder pressure recently for re-combining the roles of chairman and CEO without shareholder approval. On Monday morning, just two days before the annual meeting, the bank announced its intention to let shareholders vote on this matter in the near future, no later than the 2016 annual meeting.

In 2009, with the financial crisis looming in the background, shareholders of the banking giant had voted (with a 50.3% approval rate) to separate the roles of chairman and CEO. What followed were five years of board leadership by independent chairmen, during which time the company dealt with the aftermath of its Countrywide and Merrill Lynch acquisitions and the myriad legal cases that sprang from problematic residential mortgage-backed securities. By 2015, Bank of America had resolved most of these cases for billions in settlement fees and fines, and had also passed the Fed’s annual stress test for banks each year since 2012 (with minor, but notable, blips in 2014 and 2015). With the bank seemingly recovered, it came as a surprise when the board moved to amend its bylaws without shareholder approval to allow for the  chairman and CEO roles to be recombined for Brian Moynihan in October 2014, a move that was met with much skepticism from shareholders.

Bank of America has shown itself to be responsive to shareholders in the past; earlier this March, it amended its bylaws to include proxy access following negotiations with large institutional investors, including CalPERS, CalSTRS and several other pension funds. Its board has also enjoyed strong recent support, with only three candidates receiving over 20% shareholder opposition since the 2010 annual meeting. In light of this track record of responsiveness, perhaps it was not surprising that the company recently relented and agreed to allow a shareholder vote to ratify the board’s decision regarding the chairman-CEO role. The bank states that this vote will occur no later than its 2016 annual meeting. Coming only two days before this year’s annual meeting, it remains to be seen whether the board’s gesture will be enough to pacify disgruntled and vocal investors.

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Deutsche Borse:  VOW          Meeting Date: 5/5/2015

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LSE:  STAN          Meeting Date: 5/6/2015

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NYSE:  D          Meeting Date: 5/6/2015

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NYSE:  CVS          Meeting Date: 5/7/2015

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TSX:  CNQ          Meeting Date: 5/7/2015