By Christina Rexrode 

When Bank of America Corp.'s board decided last fall to disregard a binding shareholder vote and give the chairman job to Chief Executive Brian Moynihan, it painted the move as a smooth and natural progression of his career. It hasn't turned out that way.

The bank on Monday bowed to pressure and said it would give shareholders the chance to vote on the board's October decision.

The unexpected announcement came two days before the bank's annual meeting and after some shareholders expressed unhappiness about how the board handled the move. 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, which aggravated big pension funds and other institutional investors who weren't consulted in advance.

In recent days, two proxy-advisory firms cited the decision as reason for shareholders to vote against the re-election of Tom May, a longtime board member seen as a close ally of Mr. Moynihan. Mr. May is chairman of the board's corporate governance committee, which paved the way for Mr. Moynihan to get the chairmanship.

In a Monday letter to shareholders, signed by Mr. Moynihan and the board's lead independent director, Jack Bovender, the bank said "a number of stockholders" had complained about the process.

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

One of the pension funds that initially complained about the issue was the California State Teachers' Retirement System, or Calstrs, the second-largest pension fund in the U.S. by assets and owner of 28 million Bank of America shares. Anne Sheehan, the group's director of corporate governance, said she was glad to see the bank reverse its stance.

"They resisted and went through all these gyrations of why it wasn't necessary" after the fund initially disapproved in the fall, Ms. Sheehan said. "But clearly they have seen the error of their ways....They should have done it this year but better late than never."

The practical effect of the bank's move isn't clear. The vote won't be on the ballot at Bank of America's annual meeting Wednesday in Charlotte, N.C. The board said only that it would hold the vote "no later than" next year's annual meeting. The bank also didn't specify whether such a vote would be binding, and a spokesman said it was too early to say what the language would be in the resolution.

Bank of America's concession to shareholder concerns landed 48 hours before the opening of the annual meeting, in which Mr. Moynihan and other bank officials are likely to be peppered with questions about the firm's uneven performance of late.

Mr. Moynihan became CEO more than five years ago and has spent the bulk of his tenure working through a mountain of litigation and bad loans that he inherited. But now that the panic of crisis-era demands is over, Mr. Moynihan is under pressure to show that he can steer the bank toward growth after years of cutting costs.

The bank's first-quarter earnings were far improved from the year before, thanks to a huge drop in legal fees, but missed analysts' expectations. The bank's shares have dropped 8.1% this year, trailing the other biggest U.S. banks, such as J.P. Morgan Chase & Co. and Wells Fargo & Co., which are both up in 2015.

On Monday, Bank of America's shares gained 33 cents, or 2.1%, to $16.44, in 4 p.m. trading.

The controversy over the board's move has been "an unfortunate distraction" in recent months, said Jerry Senser, CEO and chief investment officer of Institutional Capital, a Chicago firm that owned 39 million shares as of Dec. 31, according to recent regulatory filings. "We're looking for a board to be a little more forward thinking as opposed to being reactionary," said Rob Stoll, Institutional Capital's executive vice president.

Of the nation's 100 biggest banks, 44 have a separate chairman and CEO, according to CLSA bank analyst Mike Mayo. About 47% of S&P 500 companies separate the roles, according to ISS QuickScore.

The bank has previously described Mr. Moynihan's elevation to chairman as a "return to normal," noting that the CEOs of most of the biggest U.S. banks hold the chairman job. The bank also has noted that the 2009 shareholder rule was passed under a different CEO and when the bank was in the depths of the financial crisis.

Many shareholders who expressed displeasure to the bank were concerned largely about the board's process in making the change, and not about Mr. Moynihan's leadership, according to interviews with shareholders.

Several shareholder groups, including the large pension-fund investors, expressed displeasure in the weeks and months that followed the board's decision.

But their protests gained momentum recently when proxy-advisory firms Institutional Shareholder Services Inc. and Glass, Lewis & Co. recommended that shareholders vote against re-electing Mr. May. ISS also recommended voting against the three other board members on the corporate-governance committee. Like Mr. Moynihan, Mr. May came to the bank when it bought FleetBoston Financial Corp. in 2004.

"If there is a lesson for [Bank of America] shareholders, it is that binding shareholder votes are meaningless in the face of a board that chooses not to abide by them," ISS wrote in its report.

ISS on Monday told investors that it still recommended that shareholders vote against Mr. May and the other corporate-governance-committee members.

Glass Lewis also still recommended a vote against Mr. May, citing "the timing of the announcement and lack of specific information about the nature of the shareholder ratification."

Write to Christina Rexrode at christina.rexrode@wsj.com

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