CHARLOTTEApril 29 /PRNewswire/ -- Bank of America Corporation today
announced the results of management and shareholder proposals at the company's
2009 annual meeting.
All 18 directors were elected to the board by comfortable margins. In
addition, management proposals regarding executive compensation and the
retention of PricewaterhouseCoopers LLC as the company's independent
accounting firm were approved.
Seven shareholder proposals were not approved. An eighth shareholder
proposal to change the company's by-laws to require an independent chairman
was narrowly approved. (For results see the table below).
At a meeting of the Board of Directors today, after a recommendation from
the Governance Committee, Dr. Walter E. Massey was elected chairman. Kenneth
D. Lewis will be president and chief executive officer. The board unanimously
expressed its support for Lewis to continue in that role.
Massey is president emeritus at Morehouse College in Atlanta. He served as
president of Morehouse from August 1995 to June 2007. He has been a director
of the board since 1998 and is a member of the board's Audit Committee. He was
a director of BankAmerica Corporation from 1993 to 1998 and currently also
serves as a director of McDonald's Corporation. Massey formerly was also a
director of Delta Airlines, Motorola, BP PLC.
Prior to Morehouse, Massey held a range of administrative and academic
positions. He is former director of the National Science Foundation, a
position to which he was appointed by former President George H.W. Bush. The
Foundation is the government's lead agency for support of research and
education in mathematics, science and engineering. Massey also served as vice
president for research and professor of physics at the University of Chicago,
as director of the Argonne National Laboratory, dean of the College and
professor of physics at Brown University and as assistant professor of physics
at the University of Illinois.
Immediately prior to Morehouse, Massey was provost and senior vice
president for academic affairs at the University of California. In this
position, the second most senior position in the UC system, he was responsible
for academic and research planning and policy, budget planning and
allocations, and programmatic oversight of the three national laboratories the
University manages for the Department of Energy: Lawrence Livermore National
Laboratory, Los Alamos National Laboratory and Lawrence Berkeley Laboratory.
After earning a bachelor of science in physics and mathematics in 1958
from Morehouse, Massey received his master's and doctorate in physics in 1966
from Washington University in St. Louis, Mo. Massey's research has involved
the study of quantum liquids and solids. His written work has also addressed
science and math education, the role of science in a democratic society, and
university-industry interactions and technology transfer in national and
Active with a range of organizations, Massey is a past chair of the
Secretary of Energy Advisory Board (SEAB) and was a member of the President's
Council of Advisors on Science and Technology. The recipient of more than 30
honorary degrees from institutions such as Yale University, Northwestern
University, Amherst and the Ohio State University, Massey's leadership in
education includes his service as a member of the Gates Millennium Scholars
Advisory Council and the National Commission on Mathematics and Science
Teaching for the 21st Century.
He is a fellow and past president of the American Association for the
Advancement of Science, a fellow and past vice president of the American
Physical Society, and a member of the American Academy of Arts and Sciences,
the American Philosophical Society and the Council on Foreign Relations.
Born in Hattiesburg, Miss., he and his wife, Shirley Anne, have two sons
and three grandchildren.
During the meeting, Lewis said the company's long-term vision for
profitable growth is being advanced by the acquisitions of Merrill Lynch & Co.
and Countrywide Financial Corp. despite the challenging economic environment.
"We are building this company and managing for the long term," Lewis told
shareholders at the company's annual meeting today. "I continue to believe we
have built the best financial company in the industry, and that our results
over the long term will bear that out.
"Let me acknowledge that 2008 was a very difficult year for the economy,
for the financial services industry and for our company in particular," Lewis
said. "Our company's shareholders have carried a heavy burden recently. We are
doing everything within our power every day to fight through today's adversity
and drive toward tomorrow's promise.
"Merrill will help the company move toward its goal of developing
stronger, deeper and more profitable customer relationships over the long term
through its leading positions in capital markets and wealth management," Lewis
said. "Countrywide helped Bank of America gain a high-quality franchise and
customer base along with significant market share in mortgages - a cornerstone
financial product," he added.
"My strong feeling is that organizational integration - and a renewed
focus on organic growth - will be the almost exclusive focus of our efforts in
the coming years," Lewis said.
Bank of America Chief Financial Officer Joe Price told shareholders the
company's core strengths in its business become more evident in challenging
"Our broad customer and client reach and geographic diversity form a
powerful engine for revenue generation and earnings," Price said. "Our
business diversity is equally important, providing balance as some businesses
perform well while others are confronted with challenges."
With the earnings power added from recent acquisitions including
Countrywide, Merrill, LaSalle Bank and MBNA, along with the cost savings
opportunities, Price said although he can't predict future results, he
believes the company has the potential to produce approximately $30 billion in
annual net income under more normal economic conditions.
"As demonstrated by our history of revenue and earnings, and despite
today's challenges, the model we have built is working, and we expect it to be
even more powerful in the future," Price said.
Items of Business Voting Final Results
Directors % For % Against
William Barnet, III 93.19 6.81
Frank P. Bramble, Sr. 78.32 21.68
Virgis W. Colbert 85.64 14.36
John T. Collins 93.32 6.68
Gary L. Countryman 87.33 12.67
Tommy R. Franks 93.43 6.57
Charles K Gifford 92.58 7.42
Kenneth D. Lewis 67.33 32.67
Monica C. Lorenzo 75.34 24.66
Walter E. Massey 92.72 7.28
Thomas J. May 93.32 6.68
Patricia E. Mitchell 87.92 12.08
Joseph W. Prueher 85.69 14.31
Charles O. Rossotti 86.37 13.63
Thomas M. Ryan 84.06 15.94
O. Temple Sloan 62.60 37.40
Robert L. Tillman 75.66 24.34
Jackie M. Ward 71.79 28.21
Management Proposals % For % Against
Ratification of Accounting Firm 96.70 3.30
Executive Compensation (non-binding) 71.28 28.72
Shareholder Proposals % For % Against
Government Employment Disclosure 7.81 92.19
Executive Compensation Advisory Vote 40.08 59.92
Cumulative Voting 37.78 62.22
Special Stockholder Meetings 49.35 50.65
Independent Board Chairman 50.34 49.66
Credit Card Practices 33.38 66.62
Healthcare Reform Principles 7.52 92.48
Limits on Executive Compensation 26.77 73.23
Bank of America
Bank of America is one of the world's largest financial institutions,
serving individual consumers, small- and middle-market businesses and large
corporations with a full range of banking, investing, asset management and
other financial and risk management products and services. The company
provides unmatched convenience in the United States, serving approximately 55
million consumer and small business relationships with more than 6,100 retail
banking offices, more than 18,500 ATMs and award-winning online banking with
nearly 30 million active users. Bank of America is among the world's leading
wealth management companies and is a global leader in corporate and investment
banking and trading across a broad range of asset classes serving
corporations, governments, institutions and individuals around the world. Bank
of America offers industry-leading support to more than 4 million small
business owners through a suite of innovative, easy-to-use online products and
services. The company serves clients in more than 150 countries. Bank of
America Corporation stock (NYSE: BAC) is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.
SOURCE Bank of America
CONTACT: Investors: Kevin Stitt, Bank of America, +1-704-386-5667, Lee
McEntire, Bank of America, +1-704-388-6780, Grace Yoon, Bank of America,
1.212.449.7323; Reporters: Scott Silvestri, Bank of America, +1-980-388-9921,