bac-20240424

As filed with the Securities and Exchange Commission on April 26, 2024

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

BANK OF AMERICA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-6523

56-0906609

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

100 North Tryon Street

Charlotte, North Carolina 28255

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BAC	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series E	BAC PrE	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 6.000% Non-Cumulative Preferred Stock, Series GG	BAC PrB	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.875% Non-Cumulative Preferred Stock, Series HH	BAC PrK	New York Stock Exchange
7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series L	BAC PrL	New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of	BML PrG	New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 1
Depositary Shares, each representing a 1/1,200th interest in a share of	BML PrH	New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 2
Depositary Shares, each representing a 1/1,200th interest in a share of	BML PrJ	New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 4
Depositary Shares, each representing a 1/1,200th interest in a share of	BML PrL	New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 5
Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIII (and the guarantee related thereto)	BAC/PF	New York Stock Exchange
5.63% Fixed to Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIV (and the guarantee related thereto)	BAC/PG	New York Stock Exchange
Income Capital Obligation Notes initially due December 15, 2066 of Bank of America Corporation	MER PrK	New York Stock Exchange
Senior Medium-Term Notes, Series A, Step Up Callable Notes, due	BAC/31B	New York Stock Exchange
November 28, 2031 of BofA Finance LLC (and the guarantee of the
Registrant with respect thereto)
Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series KK	BAC PrM	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.000% Non-Cumulative Preferred Stock, Series LL	BAC PrN	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.375% Non-Cumulative Preferred Stock, Series NN	BAC PrO	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.125% Non-Cumulative Preferred Stock, Series PP	BAC PrP	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series QQ	BAC PrQ	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.750% Non-Cumulative Preferred Stock, Series SS	BAC PrS	New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company			☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On April 24, 2024, Bank of America Corporation (the “Corporation”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Corporation’s shareholders approved the amendment and restatement of the Bank of America Corporation Equity Plan (“Plan”) to increase the number of shares available for grant by 100 million. The Plan’s terms are otherwise substantially unchanged.

A description of the material terms and conditions of the Plan, as amended and restated, appears on pages 90-96 of the Corporation’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 11, 2024. That description, a copy of which is filed as Exhibit 99.1 hereto and is incorporated into this Item 5.02(e) by reference, does not purport to be complete, and is qualified in its entirety by reference to the full text of the amended and restated Plan attached as Exhibit 10.1 to this report and incorporated into this Item 5.02(e) by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) On April 24, 2024, the Corporation held its Annual Meeting.

(b) The Corporation’s shareholders: elected all of the nominees for director; approved the advisory vote on executive compensation; ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2024; and approved the amendment and restatement of the Plan. The Corporation’s shareholders did not approve the shareholder proposals listed below. With respect to all matters subject to a vote, holders of the Corporation’s common stock, Series B Preferred Stock, and Series 1, 2, 4, and 5 Preferred Stock voted together as a class.


1. Electing directors:

	For	Against	Abstain	Broker Non-Votes
Sharon L. Allen	5,404,603,520	218,838,876	19,944,512	932,046,642
José E. Almeida	5,517,291,266	105,022,573	21,073,069	932,046,642
Pierre J.P. de Weck	5,481,848,436	139,836,740	21,701,732	932,046,642
Arnold W. Donald	5,433,542,052	189,123,550	20,721,306	932,046,642
Linda P. Hudson	5,417,506,953	205,677,742	20,202,213	932,046,642
Monica C. Lozano	5,326,405,764	296,774,935	20,206,209	932,046,642
Brian T. Moynihan	5,289,634,993	317,254,704	36,497,211	932,046,642
Lionel L. Nowell III	5,488,341,737	134,527,645	20,517,526	932,046,642
Denise L. Ramos	5,553,910,748	69,079,346	20,396,814	932,046,642
Clayton S. Rose	5,334,166,486	288,130,692	21,089,730	932,046,642
Michael D. White	5,412,218,074	209,607,715	21,561,119	932,046,642
Thomas D. Woods	5,549,179,495	73,248,937	20,958,476	932,046,642
Maria T. Zuber	5,274,422,266	347,997,896	20,966,746	932,046,642


2. Approving the Corporation’s executive compensation (an advisory, non-binding “Say on Pay” resolution):

For			5,126,311,367
Against			484,265,691
Abstain			32,809,850
Broker Non-Votes			932,046,642


3. Ratifying the appointment of the Corporation’s independent registered public accounting firm for 2024:

For			6,252,297,910
Against			295,684,416
Abstain			27,451,224


4. Amending and restating the Bank of America Corporation Equity Plan:

For			4,391,073,152
Against			1,224,082,749
Abstain			28,231,007
Broker Non-Votes			932,046,642


5. Shareholder proposal - requesting report on risks of politicized de-banking:

For			178,001,752
Against			5,399,078,323
Abstain			66,306,833
Broker Non-Votes			932,046,642


6. Shareholder proposal - requesting report on lobbying alignment with Bank of America’s climate goals:

For			1,520,064,772
Against			4,009,159,756
Abstain			114,162,380
Broker Non-Votes			932,046,642


7. Shareholder proposal - requesting disclosure of clean energy financing ratio:

For			1,451,986,553
Against			4,138,376,010
Abstain			53,024,345
Broker Non-Votes			932,046,642


8. Shareholder proposal - requesting right to act by written consent:

For			747,953,440
Against			4,846,373,678
Abstain			49,059,790
Broker Non-Votes			932,046,642


9. Shareholder proposal - requesting independent board chair:

For			1,735,122,833
Against			3,814,260,675
Abstain			94,003,400
Broker Non-Votes			932,046,642


10. Shareholder proposal - requesting changes to executive compensation program:

For			396,134,656
Against			5,195,465,828
Abstain			51,786,424
Broker Non-Votes			932,046,642

Item 9.01. Financial Statements and Exhibits.

Exhibits 10.1 and 99.1 are filed herewith.


EXHIBIT NO.			DESCRIPTION OF EXHIBIT
10.1			Bank of America Corporation Equity Plan , as amended and restated effective April 2 4 , 2024
99.1			Description of Bank of America Corporation Equity Plan
104			Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



						BANK OF AMERICA CORPORATION

						By:			/s/ Ross E. Jeffries, Jr.
									Ross E. Jeffries, Jr.
									Deputy General Counsel and Corporate Secretary

Dated: April 26, 2024