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2023 Annual Meeting of Shareholders

Virtual annual meeting

Calendar Icon April 25, 2023

Virtual Meeting Icon Virtual Meeting

Clock Icon 10:00 AM Eastern Time

Our 2023 annual meeting of shareholders will be held on April 25, 2023, at 10:00 AM. Eastern time, by remote communication via audio webcast. If you are a shareholder as of the record date, you will be able to participate in the virtual annual meeting online, vote your shares electronically, and submit questions during the meeting.

To participate in the virtual meeting, you will need the 16-digit control number included in the email you received, on your Notice of Internet Availability of Proxy Materials, proxy card, or the voting instruction form or legal proxy provided to you by the broker that holds your shares. If you do not have a 16-digit control number, you may still attend the meeting as a guest in listen-only mode, but you will not be able to vote your shares or otherwise participate in the meeting. Please refer to the "Attending our annual meeting" section of the proxy statement for more information about attending the annual meeting online, including how to obtain a 16-digit control number if you do not have one.

To attend the meeting online, click on the button above. For the best results accessing the meeting, please use an Apple Safari, Google Chrome, Microsoft Edge, or Mozilla Firefox browser.

If you require assistance joining or during the meeting, please contact our proxy voting intermediary, Broadridge, at 844-983-0876 or 303-562-9303.

Reports

2023 Proxy Statement

2023 Proxy Statement

2022 Annual Report

Driving Responsible Growth - now and going forward. Annual Report 2021.

2023 Human Capital Management Update

Human Capital Management update as included in our 2022 Annual Report

Additional Solicitation Materials

2022 Annual meeting of shareholders additional solicitation materials

Making an Impact

For more information about Bank of America's sustainability initiatives, visit the "Making an impact" page on our website at about.bankofamerica.com.

Our 2023 board of director nominees(1)

Our Board is presenting 14 nominees for election as directors at our annual meeting. All nominees currently serve as directors on our Board.

Photograph of Brian T. Moynihan

Brian T. Moynihan

Chair of the Board and Chief Executive Officer,
Bank of America Corporation

  • Age: 63
  • Director Since: January 2010
Photograph of Lionel L. Nowell III

Lionel L. Nowell III

Lead Independent Director,
Bank of America Corporation;
Former Senior Vice President and Treasurer, PepsiCo, Inc. (Pepsi)

  • Age: 68
  • Director Since: January 2013
Photograph of Sharon L. Allen

Sharon L. Allen

Former Chairman,
Deloitte LLP (Deloitte)

  • Age: 71
  • Director Since: August 2012
Photograph of José (Joe) E. Almeida

José (Joe) E. Almeida

Chairman, President, and Chief Executive Officer, Baxter International Inc. (Baxter)

  • Age: 60
  • Director Since: September 2022
Photograph of Pierre J. P. de Weck

Pierre J. P. de Weck

Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG

  • Age: 72
  • Director Since: July 2013
Photograph of Arnold W. Donald

Arnold W. Donald

Former President and Chief Executive Officer,
Carnival Corporation and Carnival plc (Carnival)

  • Age: 68
  • Director Since: January 2013
Photograph of Linda P. Hudson

Linda P. Hudson

Former Chairman and Chief Executive Officer,
The Cardea Group, LLC;
Former President and Chief Executive Officer,
BAE Systems, Inc. (BAE)

  • Age: 72
  • Director Since: August 2012
Photograph of Monica C. Lozano

Monica C. Lozano

Former Chief Executive Officer, College Futures Foundation;
Former Chairman, US Hispanic Media Inc;
Lead Independent Director, Target Corporation

  • Age: 66
  • Director Since: April 2006
Photograph of Denise L. Ramos

Denise L. Ramos

Former Chief Executive Officer and President, ITT Inc. (ITT)

  • Age: 66
  • Director Since: July 2019
Photograph of Clayton S. Rose

Clayton S. Rose

Baker Foundation Professor of Management Practice at Harvard Business School

  • Age: 64
  • Director Since: October 2018
Photograph of Michael D. White

Michael D. White

Former Chairman, President and Chief Executive Officer, DIRECTV;
Lead Director, Kimberly-Clark Corporation

  • Age: 71
  • Director Since: June 2016
Photograph of Thomas D. Woods

Thomas D. Woods

Former Vice Chairman and Senior Executive Vice President,
Canadian Imperial Bank of Commerce (CIBC);
Former Chairman, Hydro One Limited

  • Age: 70
  • Director Since: April 2016
Photograph of Maria T. Zuber

Maria T. Zuber

Vice President for Research and E.A. Griswold Professor of Geophysics, Massachusetts Institute of Technology (MIT)

  • Age: 64
  • Director Since: December 2017
(1) Age as of date of the annual meeting.

Director nominee highlights

Our Board is presenting 14 nominees for election as directors at our annual meeting. All nominees currently serve as directors on our Board.

Nominee diversity

Donut chart showing that the Bank of America nominee diversity is comprised of four out of 14 members are people of color, five out of 14 members are women. Additionally, 57% of the board are racially, ethnically or gender diverse, 36% are women and 93% are independent.
4 of 14 are people of color
5 of 14 are women
36% are women
57% are racially, ethnically, and gender diverse
93% are independent

Range of tenure

Bar chart showing that the Bank of America board of directors has an average tenure of 8.6 years, with three directors sitting for 10+ years, seven directors sitting for 5 to 10 years and four directors sitting for less than five years.
8.6 years average tenure

Experience

Audit/Financial Reporting

13

Government, Academia, Public Policy, and Regulatory Affairs

2

Consumer, Corporate, Investment Business; Business Development, and Marketing

11

Human Capital Management and Succession Planning

10

Technology, Cybersecurity, and Information Security

5

Public Company Board Service and Corporate Governance

9

Sustainability and Social Responsibility

10

Global Perspective

12

Complex, Highly Regulated Businesses

13

Risk Management

13

Financial Services

6

Strategic Planning

14

Voting matters & board recommendations

Proposal Description Recommendation
1 Electing directors Yes FOR each nominee
2 Approving our executive compensation (an advisory, non-binding “Say on Pay” resolution) Yes FOR
3 A proposal on the frequency of future “Say on Pay” resolutions (an advisory, non-binding “Say on Frequency” resolution) Yes EACH YEAR
4 Ratifying the appointment of our independent registered public accounting firm for 2023 Yes FOR
5 Amending and restating the Bank of America Corporation Equity Plan Yes FOR
6-11 Shareholder proposals No AGAINST

Your vote is important

Your vote is important—we want to hear from you and all our other shareholders. On behalf of every shareholder account that votes, Bank of America will make a $1 donation in equal parts to Open Mind, the National Alliance on Mental Illness (NAMI), and Mental Health UK.

One Mind is a leading mental health non-profit that focuses on healing the lives of individuals impacted by brain illness and injury and creates and supports brain health programs. NAMI is the largest mental health organization in the U.S. dedicated to the millions of Americans affected by mental illness. Mental Health UK aims to increase knowledge and understanding on how to protect and maintain mental health programs and services throughout the UK.

For more information about our $1 donation, see our 2023 proxy statement.

VOTE

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