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