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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Bank of America Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (Check the appropriate box):

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March 28, 2012

Dear Fellow Stockholders:

I am pleased to invite you to the 2012 Annual Meeting of Stockholders to be held at 10:00 a.m., local time, on May 9, 2012, in the auditorium of the Bank of America offices in 1 Bank of America Center, Charlotte, North Carolina.

At the annual meeting, there will be a discussion and vote on the matters described in the notice of our annual meeting and proxy statement followed by a report from Chief Executive Officer, Brian Moynihan on the businesses. Please read through the proxy statement and 2011 annual report carefully.

Brian and the management team are making progress in a difficult environment. In 2011, the company increased capital and liquidity substantially. It sold businesses and other assets to simplify the company and make it easier to serve its customers and clients with fewer distractions. There is work ahead, of course, but these moves have positioned the company to compete effectively, create greater stockholder value, and generate the returns the stockholders deserve. With millions of customers and clients; the leading combination of products and services available to serve their needs; and a capable, experienced leadership team, I believe the company is on the right course. The annual meeting is a time to learn more about the company’s progress.

I would like to take this opportunity to also thank fellow director Paul Jones, who has decided not to stand for re-election to our board, for his two-and-a-half years of service. We have benefited greatly from his judgment and experience.

I hope to see you at the annual meeting in Charlotte. If you are unable to attend, you will be able to listen live and view our slide presentation over the Internet at http://investor.bankofamerica.com. Whether or not you plan to attend, I encourage you to promptly submit your vote by the Internet, telephone or mail, as applicable, to ensure that your shares are represented at our annual meeting.

Sincerely,

Charles O. Holliday, Jr.

Chairman of the Board

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Notice of 2012 Annual Meeting of Stockholders

Matters to be voted on:

Stockholders of record at the close of business on March 14, 2012 will be entitled to vote at our annual meeting and any adjournments or postponements thereof.

Your vote is very important. Please submit your proxy as soon as possible via the Internet, telephone or mail, as applicable. Complete instructions for voting are outlined in “Voting Instructions and Other Information” on page 62 in the proxy statement.

If you plan to attend our annual meeting in person, you will need to bring photo identification and proof of stock ownership in order to be admitted to the meeting. Our admission and ownership verification procedures are described in “Attending our Annual Meeting” on page 63 in the proxy statement. Please note that the use of cameras (including cell phones with photographic capabilities), recording devices and other electronic devices is strictly prohibited at the meeting.

By order of the Board of Directors

Lauren A. Mogensen

Corporate Secretary

March 28, 2012

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CONTENTS

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Internet Availability of Proxy Materials

This year, we are using for the first time a U.S. Securities and Exchange Commission (SEC) rule that allows us to furnish proxy materials to stockholders over the Internet. As a result, beginning on or about March 28, 2012, we sent by mail or e-mail a Notice of Internet Availability of Proxy Materials, containing instructions on how to access our proxy materials, including our proxy statement and 2011 annual report, over the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by stockholders and lower the cost and environmental impact of the annual meeting. However, if you received such a notice and would prefer to receive paper copies of the proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

If you received your proxy materials via e-mail, the e-mail contains voting instructions, including a control number required to vote your shares, and links to the proxy statement and the 2011 annual report on the Internet. If you received your proxy materials by mail, the notice of annual meeting, proxy statement, proxy card or voting instruction form and annual report are enclosed.

If you hold our stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions of each in order to vote all of your shares of our stock.

Important Notice Regarding the Availability of Proxy Materials

for the 2012 Annual Meeting of Stockholders to be Held on May 9, 2012:

Our Proxy Statement and 2011 Annual Report to Stockholders are available at

http://investor.bankofamerica.com.

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Proxy Statement

We are providing or making available this proxy statement for the purpose of soliciting your proxy. The Board of Directors of Bank of America Corporation (Bank of America or our company) requests that you submit your proxy via the Internet, telephone or mail to allow your shares to be represented and voted at our annual meeting. This proxy statement is being provided or made available starting on or about March 28, 2012.

Proposal 1: Election of Directors

Identifying and Evaluating Nominees for Director

Our Board is pleased to present 12 nominees for election as directors at our annual meeting, all of whom currently serve as directors on our Board and were elected by stockholders at our 2011 annual meeting. D. Paul Jones, Jr., currently a director of our company, will not be standing for re-election at our annual meeting. The Board has determined not to fill the resulting vacancy and has reduced the size of our Board to 12 directors effective upon the expiration of Mr. Jones’ term at our annual meeting. Each director elected will serve a term of office until our next annual meeting or until a successor is duly elected and qualified. We do not know of any reason why any nominee would be unable to serve as a director. If any nominee is unable to stand for election for any reason, the shares represented at our annual meeting may be voted for another candidate proposed by the Board, or the Board may choose to reduce its size.

Our Board is responsible for identifying and evaluating candidates for Board membership. Our Board believes our directors should possess backgrounds, qualifications, attributes and skills that, when taken together, provide our company with a broad range of experience in large, complex organizations; regulated industries; consumer, commercial and corporate businesses; international organizations; financial and regulatory oversight; strategic planning; risk management; and technology. See “The Nominees” on page 2 for the qualifications that our Board considers important for our nominees.

Our director nomination standards are set forth in our Corporate Governance Guidelines and include the following:

Our Corporate Governance Committee is responsible for recommending candidates to our Board for nomination. When considering potential director nominees, the Committee reviews available information regarding each potential candidate including qualifications, experience, skills and integrity as well as race, gender and ethnicity. The Committee and our Board also consider past performance before nominating any director for re-election. Although we do not have a formal policy regarding diversity, our Board views its diversity as a priority and seeks diverse representation among its members. Our Board, through the Corporate Governance Committee, assesses our Board’s diversity when identifying and evaluating director candidates to serve on our Board. Of our 13 current directors, one is a citizen of India, one is African-American and two are women, one of whom is Hispanic.

Our Corporate Governance Committee will consider candidates proposed or suggested by Board members, management, third party search firms and our stockholders. The Committee follows the same director selection process and uses the same criteria for evaluating candidates regardless of their source. During 2011, the Corporate Governance Committee engaged a third party search firm to identify and preliminarily vet potential director candidates for the Committee’s consideration.

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Any stockholder who wishes to recommend a candidate for consideration by the Corporate Governance Committee for nomination at an annual meeting must submit a written proposal recommending the candidate to the Corporate Secretary, Bank of America Corporation, Hearst Tower, 214 North Tryon Street, NC1-027-20-05, Charlotte, North Carolina 28255 prior to October 15th of the preceding year. The information required to be included in the proposal is set forth in our Corporate Governance Guidelines which are posted on our website at http://investor.bankofamerica.com.

The Nominees

We have set forth below each nominee’s name, age as of our annual meeting date, principal occupation, business experience and public company directorships held during the past five years.

Our Board selected these nominees based on their experience, qualifications, attributes and skills and the belief that each can make unique and substantial contributions to our company. All of our nominees are seasoned leaders, the majority of whom have served as chief executive officers, and bring to our Board a vast array of public company, financial services, private company, public sector, non-profit and other business experience from domestic and international organizations. Our nominees have held, or currently hold, leadership positions in complex financial services organizations; management roles in the areas of risk, operations, finance, technology and global human resources; and positions within regulatory organizations with primary oversight of our industry. In addition, our nominees represent diverse viewpoints and a blend of historical and new perspectives as a result of their varied tenures as directors of our company. Our Board believes this mix among the nominees enhances our Board’s effectiveness in light of our company’s businesses and organizational complexities, our industry’s operating environment and our company’s long-term strategy.

Our Corporate Governance Guidelines provide that a director who has reached the age of 72 should not be nominated for initial election to the Board, although the Board may approve the nomination for re-election of a director at or after the age of 72 if, in light of all circumstances, it is in the best interests of the company and its stockholders. Virgis W. Colbert is a current director who is being nominated for re-election to the Board at our annual meeting, although he is 72. Mr. Colbert, an independent director since 2009, serves on the Compensation and Benefits, Corporate Governance and Credit Committees and a compliance subcommittee of Bank of America, National Association’s board of directors organized to oversee various mortgage servicing actions and obligations, and provides the Board and its committees a unique historical perspective due to his service on the legacy Merrill Lynch & Co., Inc. board of directors from 2006 through 2009, when Merrill Lynch was acquired by the company. Mr. Colbert also brings to the Board expertise in domestic and international operations and logistics management, which the Board continues to view as valuable to its work. The Board, therefore, determined to nominate Mr. Colbert for an additional term as director.

Our Board recommends a vote “FOR” all of the nominees listed below for election as directors (Proposal 1).

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Corporate Governance

Our Board of Directors

Our Board is responsible for the oversight of the management of our company. Key responsibilities of our Board, performed with or through its committees, include oversight of the following:

The Board is also responsible for:

Director Independence

To assist it in making the annual affirmative determination of each director’s independence status, our Board has adopted Director Independence Categorical Standards, which are posted on our website at http://investor.bankofamerica.com. A director is considered “independent” if he or she meets the criteria for independence in both the New York Stock Exchange (NYSE) listing standards and our Categorical Standards.

Our Board has evaluated the relationships between each current director (and his or her immediate family members and affiliates) and Bank of America and its subsidiaries. Our Board has affirmatively determined, upon the recommendation of our Corporate Governance Committee, that each of the following non-management directors is independent under the NYSE listing standards and our Categorical Standards: Mr. Ambani, Ms. Bies, Mr. Bramble, Mr. Colbert, Mr. Holliday, Mr. Jones, Ms. Lozano, Mr. May, Mr. Powell, Mr. Rossotti and Mr. Scully. In addition, our Board affirmatively determined, upon the recommendation of our Corporate Governance Committee, that William P. Boardman, who served as a director until the expiration of his term at our 2011 annual meeting, was an independent director under the NYSE listing standards and our Categorical Standards.

Our Board has determined that Charles K. Gifford and Brian T. Moynihan do not meet the independence standards. Mr. Gifford entered into a retirement agreement with us in connection with his retirement as a Bank of America employee effective January 31, 2005. The agreement remained in effect through January 31, 2010 and, under the agreement, Mr. Gifford received compensation from us which exceeded the threshold set forth in the NYSE listing standards and our Categorical Standards in a 12-month period during the last three years. As our Chief Executive Officer, Mr. Moynihan is not independent.

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In making its independence determinations, our Board considered the following ordinary course, non-preferential relationships that existed during the preceding three years between our company and its subsidiaries, and our directors, director nominees, their immediate family members and the business organizations and individuals associated with them:

Our Board has determined that, based on the information available to it, none of these relationships constituted a material relationship between the director and our company or its subsidiaries for the purposes of the NYSE listing standards and our Categorical Standards.

Board Leadership

Our Board is committed to strong, independent Board leadership and believes that objective oversight of management’s performance is a critical aspect of effective Board leadership. Our Board’s current leadership structure includes an independent Chairman of the Board and the Audit, Compensation and Benefits, Corporate Governance and Enterprise Risk Committees are each chaired by and comprised solely of independent directors. At least annually, our Board deliberates on and discusses its appropriate leadership structure and the role and responsibilities of our Chairman of the Board and our Board’s committees, based upon the needs of our company, to facilitate our Board’s independent oversight of management. Our Board, upon the recommendation of our Corporate Governance Committee, appointed Mr. Holliday as our independent Chairman of the Board on April 28, 2010.

Our Board believes that its current leadership structure, in which the positions of Chief Executive Officer and Chairman of the Board are held by two different individuals, is appropriate for our company at this time because our Chief Executive Officer and our Chairman of the Board fulfill separate and distinct roles. Our Chief Executive Officer is responsible

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for the day-to-day management of our company while our Chairman of the Board presides over meetings of our Board and acts as liaison between the independent directors and our Chief Executive Officer. The Board believes that this leadership structure has proven to be effective under our current circumstances. In addition, consistent with this leadership structure, our Bylaws require that our Chairman of the Board be independent as defined by the NYSE listing standards.

Board Meetings, Committee Membership and Attendance

Directors are expected to attend our annual meetings of stockholders and all regular and special meetings of our Board and committees on which they serve. In 2011, there were 18 meetings of our Board, and each of the current directors attended at least 75% of the aggregate meetings of the Board and committees on which they served. All directors attended our 2011 annual meeting except for one director, who was not standing for re-election.

Our Board has six standing committees: Audit, Compensation and Benefits, Corporate Governance, Credit, Enterprise Risk and Executive. The charter for each committee, more fully describing its responsibilities, can be found at http://investor.bankofamerica.com. The table below indicates our current committee membership and the number of times each committee met in 2011. Our Board will consider committee membership for the 2012 term following our annual meeting.

Our committees make recommendations to our Board as appropriate and regularly report on their activities to the entire Board.

Audit Committee. Our Audit Committee assists our Board in the oversight of the qualifications, performance and independence of our company’s registered independent public accounting firm; the performance of our company’s internal audit function; the integrity of our company’s consolidated financial statements; and our compliance with legal and regulatory requirements. Our Board has determined that all Committee members are independent under the NYSE listing standards and the Categorical Standards, and under the heightened independence requirements applicable to audit committees under the SEC rules and regulations. Our Board has also determined that all Committee members are financially literate in accordance with the NYSE listing standards and qualify as audit committee financial experts under SEC rules.

Compensation and Benefits Committee. Our Compensation and Benefits Committee oversees the establishment, maintenance and administration of our compensation programs and employee benefit plans, including approving and recommending the compensation of our Chief Executive Officer to our Board for its approval and approving all of our executive officers’ compensation. In addition, the Committee recommends director compensation for approval by our Board. The Committee engaged Frederic W. Cook & Company (Cook) as its independent compensation consultant for 2011. Cook meets regularly with the Committee outside the presence of management and alone with the Committee chairman (see “Compensation Discussion and Analysis” beginning on page 20 and “Compensation Governance and Risk Management” below for more details). All Committee members are independent under the NYSE listing standards,

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our Categorical Standards and the heightened independence requirements we adopted in 2010 for members of the Committee, which are the same as the heightened independence requirements applicable to audit committees under SEC rules and regulations.

Corporate Governance Committee. Our Corporate Governance Committee exercises oversight of our Board’s governance processes; identifies and reviews the qualifications of individuals to become Board members; recommends nominees for election to our Board; recommends committee appointments to our Board; reviews and reports to the Board on senior management and talent planning and succession (see “Chief Executive Officer and Senior Management Succession Planning” on page 12); and leads the Board and its committees in their annual assessments of their performance. All Committee members are independent under the NYSE listing standards and our Categorical Standards.

Credit Committee. Our Credit Committee exercises oversight of senior management’s identification and management of our company’s credit exposures on an enterprise-wide basis and our company’s responses to trends affecting those exposures. The Committee also oversees senior management’s actions relating to the adequacy of the allowance for credit losses and our company’s credit-related policies. All Committee members are non-management directors.

Enterprise Risk Committee. Our Enterprise Risk Committee exercises oversight of the Chief Executive Officer’s and senior management’s responsibility to identify, manage and plan for our company’s material risks, including market risk, interest rate risk, liquidity risk, operational risk and reputational risk. The Committee also oversees the Chief Executive Officer’s and senior management’s responsibilities with respect to our company’s capital management and liquidity planning. All Committee members are independent under the NYSE listing standards and our Categorical Standards.

Executive Committee. Our Executive Committee is authorized to act only on an emergency basis on matters requiring immediate approval or other action by our Board to provide for continuity in the oversight of our company’s management and must report all actions taken to the full Board no later than the next regularly scheduled meeting of our Board. The Committee currently consists of five directors, including our independent Chairman of the Board and our Chief Executive Officer.

Board Oversight of Risk

Risk is inherent in every activity that our company undertakes, and our company’s risk management policies and practices are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2011 annual report on Form 10-K (our 2011 Form 10-K) starting at page 24. In choosing when and how to take risks, we evaluate our capacity for risk and seek to protect our brand and reputation, our financial flexibility, the value of our assets and the strategic potential of our company. To achieve this goal, our company has built a comprehensive risk management culture and has implemented governance and control measures to enforce that culture.

We maintain a governance structure that delineates the responsibilities for risk management activities, as well as governance and oversight of those activities, by management and our Board. We have a defined risk framework. Additionally, our Board has a formal process for approving our company’s articulation of its risk appetite, which is used internally to help our Board and management understand our company’s tolerance for risk in each of the major risk categories, the way those risks are measured and the key controls that influence our company’s level of risk-taking.

Our Board’s Audit, Credit and Enterprise Risk Committees have the principal responsibility for assisting our Board with enterprise-wide oversight of Bank of America’s management and handling of risk as follows:

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In addition, our Compensation and Benefits Committee oversees our company’s compensation policies and practices so that they do not encourage unnecessary and excessive risk taking by our employees. See “Compensation Governance and Risk Management” below.

Each of these committees regularly reports to our Board on risk-related matters within the committee’s responsibilities, which collectively provides our Board with integrated, thorough insight about our management of our enterprise-wide risks. At meetings of each Board committee and our Board, directors receive updates from management regarding enterprise risk management, including our performance against our risk appetite. Our Board leadership structure is consistent with our approach to risk oversight, as our Chief Executive Officer is involved directly in risk management as a member of our management team, while our independent Chairman maintains an oversight role as part of the non-management directors of our Board.

Compensation Governance and Risk Management

Compensation Governance. Our Compensation and Benefits Committee actively engages in its duties and follows procedures intended to promote excellence in the governance of our pay-for-performance philosophy. The Committee regularly reviews: (i) company performance; (ii) executive compensation strategy, approach, trends and regulatory developments; and (iii) other topics as appropriate. Throughout the year, the Committee reviews each executive officer’s total compensation package, including base salary, cash and equity-based incentive awards, accumulated realized and unrealized stock option and restricted stock gains, qualified and nonqualified retirement and deferred compensation benefit accruals and the incremental cost to our company of all perquisites. The Committee uses, and makes available to the full Board, an executive compensation statement, or “tally sheet,” for each executive officer for this purpose. The Committee uses this tool to make sure it evaluates all elements of executive officer compensation and benefits when making compensation decisions. Annually, the Committee reviews its compensation decisions for all of the Chief Executive Officer’s management direct reports, and for other executive officers, with our Board, including all cash and equity-based awards.

Our executive officers are generally not engaged directly with the Committee in setting the amount or form of executive officer or director compensation. However, as part of the annual performance review for our executive officers other than the Chief Executive Officer, the Committee considers the Chief Executive Officer’s perspective on each executive officer’s individual performance and compensation as well as the performance of our various business segments and lines of business. In addition, the Committee considers the performance feedback from our company’s independent control functions in assessing line of business and each executive officer’s individual performance.

The Committee has the sole authority and responsibility under its charter to approve the engagement of any compensation consultant it uses and the fees for those services. The Committee retained Cook as its independent compensation consultant for 2011. Cook’s business is limited to providing independent executive and director compensation consulting services to its clients. Cook does not provide any other management or human resources-related services to our company. Throughout the period the Committee has engaged Cook’s services, Cook has not received any other work or payment from our company. For 2011, Cook assisted the Committee by providing external market and performance comparisons, advising the Committee on executive, Chief Executive Officer and director compensation, and assisting with other executive and director compensation-related matters from time to time.

In addition, the Committee may delegate to management certain of its duties and responsibilities, including the adoption, amendment, modification or termination of benefit plans. Significant delegations made by the Committee include delegation of authority to (1) the Management Compensation Committee to direct the compensation for all of our employees and officers except for our Chief Executive Officer, the Chief Executive Officer’s direct reports and other executive officers, and (2) the Management Corporate Benefits Committee to oversee substantially all of our employee benefit plans.

The Committee also reviews the form and amount of compensation paid to our non-management directors from time to time. The Committee recommends any changes to director compensation to our Board for approval.

Compensation Risk Management Policies and Practices. We believe that Bank of America applies prudent risk management practices to its incentive compensation programs across the enterprise. Our Compensation and Benefits Committee is committed to a compensation governance structure that effectively contributes to our company’s broader risk management policies.

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During 2010, the Committee formally adopted our Compensation Governance Policy to govern our incentive compensation decisions and define the framework for oversight of the design of incentive compensation programs across our company. The Committee reviews and assesses the effectiveness of our Compensation Governance Policy annually and adopts updates as appropriate, most recently in January 2012. The Compensation Governance Policy is designed to be consistent with global regulatory initiatives so that our incentive compensation plans do not encourage imprudent risk-taking. It specifically addresses the following:

Our compensation governance structure allocates oversight, review and responsibility to the appropriate level within our company so that the most relevant level of management or our Board, as applicable, makes compensation decisions, with documented input from the independent control functions. We have the following four levels of governance, each with identified roles and responsibilities in our compensation decisions: (i) our Board, (ii) our Compensation and Benefits Committee, (iii) our Management Compensation Committee and (iv) our Line of Business Compensation Committees.

Consistent with our Compensation Governance Policy, we conduct a comprehensive review, analysis and discussion of incentive design and operation annually through our incentive plan certification and review process. In support of this process, each of the Chief Executive Officer’s management direct reports, along with their management teams and independent control functions, meet throughout the year to discuss business strategy, performance and risk with respect to compensation. These participants in the process certify that their respective incentive programs (i) are aligned with line of business and our company’s business strategy and performance objectives, (ii) do not encourage excessive risk-taking beyond our company’s ability to effectively identify and manage risk and (iii) are compatible with effective controls and risk management. The Committee also meets with senior risk officers, including our Chief Risk Officer, to review and assess any risks posed by our incentive compensation programs so that they appropriately balance risks and rewards in a manner that does not encourage imprudent risk-taking. These management certifications are reviewed by Cook and shared and reviewed with the Committee.

For performance year 2011, the Committee also reviewed individual incentive compensation awards for certain top paid employees beyond the Chief Executive Officer’s management direct reports and other executive officers, as well as aggregate information about awards to other groups of employees. In addition, the Committee met with the heads of each of our independent control functions and our Co-Chief Operating Officers to receive their feedback before making its 2011 incentive compensation decisions.

As a result of these reviews, and in combination with the risk management and clawback features of our compensation programs, we believe that our compensation policies and practices appropriately balance risks and rewards in a way that does not encourage imprudent risk-taking and does not create risks that are reasonably likely to have a material adverse effect on our company.

Chief Executive Officer and Senior Management Succession Planning

Our Board, with the assistance of our Corporate Governance Committee, oversees Chief Executive Officer and senior management succession planning. As part of the Chief Executive Officer continuity succession planning, our Chief Executive Officer, in coordination with our Global Head of Human Resources, periodically provides recommendations

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and evaluations to our Corporate Governance Committee of potential successors to the Chief Executive Officer position, including a review of any development plans recommended for such individuals. Our Corporate Governance Committee reports on its succession planning efforts to the full Board, and the full Board reviews succession planning at least annually at a regularly scheduled Board meeting. Our Board reviews potential internal candidates with our Chief Executive Officer and our Global Head of Human Resources, and other members of senior management as our Board considers appropriate, which review includes development needs, creation of development programs and developmental progress with respect to specific individuals. Directors engage with potential internal candidates at Board and committee meetings and periodically in less formal settings to allow personal assessment of candidates by our directors. Further, our Board periodically reviews the overall composition of the qualifications, tenure and experience of our senior management.

As set forth in our Corporate Governance Guidelines, our Board, in coordination with the Committee, also sees that our company has in place appropriate steps to address emergency Chief Executive Officer and executive officer succession planning in the event of extraordinary circumstances. Our emergency Chief Executive Officer succession planning enables our company to respond to an unexpected vacancy in the Chief Executive Officer position while continuing the safe and sound operation of our company and minimizing any potential disruption or loss of continuity to our company’s business and operations, including in the case of a major catastrophe.

Board Executive Sessions

Our non-management directors meet in executive session at each regularly scheduled Board meeting. Separately, our independent directors meet in executive session at least once a year. These executive sessions are led by Mr. Holliday, our independent Chairman of the Board.

Board Evaluation and Education

Each year, our Board and our Audit, Compensation and Benefits, Corporate Governance, Credit and Enterprise Risk Committees evaluate their effectiveness. Our Board views self-evaluation as an ongoing process designed to achieve high levels of Board and committee performance.

During 2011, our Board encouraged directors to participate in periodic telephonic Board information sessions. During these sessions, which were conducted by our Chief Executive Officer, directors received business updates from senior management, risk executives and our General Counsel. Eight information sessions were held in 2011.

Our Board also encourages directors to participate in continuing director education programs and our company reimburses directors for the expenses of this participation. All new directors also participate in our director orientation program in their first six months as a director.

Political Contributions

We are committed to participation in the political process through our political contribution and charitable giving programs in a manner that is consistent with solid corporate governance practices and in compliance with legal requirements. Information regarding our policy on political contributions and activities and our Political Contribution Report can be found on our website at http://investor.bankofamerica.com.

Communications with our Board

Our Board has established a process for stockholders and other parties to communicate with our Board, any director (including our Chairman of the Board), non-management members of our Board as a group or any committee. To do so, you may send a letter addressed to Attention: Corporate Secretary, Bank of America Corporation, Hearst Tower, 214 North Tryon Street, NC1-027-20-05, Charlotte, North Carolina 28255. For further information, refer to the “Contact the Board” section on our website at http://investor.bankofamerica.com. All communications will be kept confidential. Depending on the nature of the communication, either the correspondence will be forwarded to the director(s) named or the matter will be presented in a periodic report to the Board. Items that are not from stockholders or are unrelated to a director’s duties and responsibilities as a Board member may be excluded by the Corporate Secretary, including, without limitation, solicitations and advertisements; junk mail; product-related communications; routine customer complaints; job referral materials such as resumes and surveys; and material that is determined to be illegal or otherwise inappropriate.

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Additional Corporate Governance Information Available

More information about our corporate governance practices can be found on our website at http://investor.bankofamerica.com under the heading “Corporate Governance,” including our: (i) Certificate of Incorporation; (ii) Bylaws; (iii) Corporate Governance Guidelines (including our Related Person Transactions Policy); (iv) Code of Ethics and related materials; (v) composition of each of our Board committees, including the committee charters; and (vi) Categorical Standards. This information is also available in print, free of charge upon written request addressed to: Attention: Corporate Secretary, Bank of America Corporation, Hearst Tower, 214 North Tryon Street, NC1-027-20-05, Charlotte, North Carolina 28255.

Director Compensation

Our director compensation program is designed to compensate our non-management directors appropriately for the time and effort required to serve as a director of a large, complex and highly regulated global company and to align our directors’ interests with the long-term interests of our stockholders.

The primary elements of annual compensation for our non-management directors are:

Non-management directors who begin their Board service or committee chairmanship mid-year receive a pro-rated amount of annual compensation.

We grant the annual restricted stock award under the Bank of America Corporation Directors’ Stock Plan. The award is subject to a one-year vesting requirement. Dividends are paid on the award at the same time as dividends are paid on shares of our common stock. The number of shares awarded equals the dollar value of the award divided by the closing price of our common stock on the grant date, rounded down to the next whole share, with cash payable for any fractional share. If a director retires before the one-year vesting date, a pro-rated amount of the award vests based on the number of days the director served during the vesting period before retirement. Any unvested amount of the award is forfeited.

Non-management directors can elect to defer all or part of their cash or equity compensation through the Bank of America Corporation Director Deferral Plan. If a director elects to defer the annual restricted stock award, we credit a “stock account” with a number of whole and fractional “stock units” of equal value. Each stock unit has the same value as a share of our common stock. These stock units are subject to the same one-year vesting requirement that applies under the Directors’ Stock Plan. Directors also can choose to defer their annual cash award, as well as any committee chairman retainers, into the stock account or a “cash account.” We credit the stock account with dividend equivalents in the form of additional stock units and credit the cash account with interest at a long-term bond rate. Following retirement from our Board, a non-management director receives the balances of his or her stock account (to the extent vested) and cash account in a single lump sum cash payment or in 5 or 10 annual cash installments per the director’s prior election. Because stock units are not actual shares of our common stock, they do not have any voting rights.

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During 2011, Mr. Moynihan was our sole management director, and he does not receive any compensation for his services as a director. The following table shows the compensation we awarded our non-management directors for their services in 2011:

2011 Director Compensation

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Stock Ownership and Retention Requirements for Directors. We have formal stock ownership requirements that apply to our non-management directors. Under these requirements, each non-management director is required to hold and cannot sell the restricted stock they receive as compensation (except as necessary to pay taxes upon vesting) until termination of their service. All non-management directors are in compliance with our requirements.

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Review of Related Person and Certain Other Transactions

Our Related Person Transactions Policy, in our Corporate Governance Guidelines, sets forth our policies and procedures for the review, approval or ratification of any transaction with related persons (directors, director nominees, executive officers, stockholders holding 5% or more of our voting securities or any of their immediate family members). Our policy covers any transactions where the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, our company is a participant and a related person has or will have a direct or indirect material interest.

On a semi-annual basis, each of our company’s directors and executive officers is required to complete a questionnaire that requests information regarding our directors and executive officers, their immediate family members and their transactions or relationships with our company. Our Legal and Compliance departments conduct a review to determine if there are any transactions subject to our policy that have not previously been approved or ratified by the Corporate Governance Committee. Each of our company’s directors and executive officers is required to promptly notify the Office of the Corporate Secretary of any change to information in his or her previously completed questionnaires for further review by the Legal and Compliance departments and, where appropriate, by the Committee.

The Corporate Governance Committee must approve or ratify any related person transactions, and when doing so, considers the nature of the related person’s interest in the transaction; whether the transaction involves arms-length bids or market prices and terms; the materiality of the transaction to each party; the availability of the product or services through other sources; whether our company’s Code of Ethics could be violated or our company’s reputation put at risk; whether the transaction would impair the judgment of a director or executive officer to act in the best interest of our company; the acceptability of the transaction to our company’s regulators; and in the case of a non-management director, whether the transaction would impair his or her independence or status as an “outside” or “non-management” director.

Our Board has determined that certain types of transactions do not create or involve a direct or indirect material interest on the part of the related person and therefore do not require review or approval under the policy. These include transactions involving financial services, including brokerage services, banking services, loans, insurance services and other financial services provided by our company to any related person, so long as the services are provided in the ordinary course of business, on substantially the same terms as those prevailing at the time for comparable services provided to non-affiliates and in compliance with applicable law, including the Sarbanes-Oxley Act of 2002 and Federal Reserve Board Regulation O.

A number of our directors and executive officers, their family members and certain business organizations associated with them are or have been customers of our banking subsidiaries. All extensions of credit to these persons have been made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time in comparable transactions with persons not related to Bank of America and did not involve more than the normal risk of collectability. Other than the aircraft time sharing agreement between Mr. Moynihan and our company disclosed in our 2011 proxy statement and approved by our Corporate Governance Committee in December 2010, we are not aware of any related person transactions since the beginning of 2011.

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Proposal 2: An Advisory (Non-Binding) “Say on Pay” Vote to Approve Executive Compensation

Section 14A of the Securities Exchange Act of 1934, as amended (Exchange Act), added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Financial Reform Act), provides our stockholders with an advisory say on pay vote to approve our executive compensation at least every three years. At our 2011 annual meeting of stockholders, a majority of stockholders voted in favor of having a say on pay vote each year, consistent with the recommendation of our Board. After consideration of these results, we have decided that we will hold future advisory votes on executive compensation each year until the next advisory vote on frequency occurs. Under this policy, we are including this advisory say on pay proposal in our 2012 proxy statement and the next advisory vote to approve executive compensation will be held in 2013. We are required under the Financial Reform Act to hold an advisory vote on frequency at least every six years.

Although the say on pay vote is advisory and is not binding on our Board, the Compensation and Benefits Committee will take into consideration the outcome of the vote when making future executive compensation decisions.

This advisory say on pay vote gives our stockholders the opportunity to express their views on the compensation of our named executive officers. Our Board believes that our current executive compensation program appropriately links compensation realized by our executives to our performance and properly aligns the interests of our executive officers with those of our stockholders. For example:

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See pages 20 to 48 of this proxy statement for more information on these elements of our executive compensation program.

For these reasons, the Board recommends that our stockholders vote in favor of the following resolution:

“Resolved, that our stockholders approve, on an advisory basis, the compensation of our company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement.”

The Board recommends a vote “FOR” approval of this resolution (Proposal 2).

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Compensation and Benefits Committee Report

The Compensation and Benefits Committee has reviewed and discussed with management the Compensation Discussion and Analysis that immediately follows this report. Based on this review and discussion, the Compensation and Benefits Committee has recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our annual report on Form 10-K for the year ended December 31, 2011.

Submitted by the Compensation and Benefits Committee of the Board:

Robert W. Scully, Chairman

Mukesh D. Ambani

Virgis W. Colbert

Donald E. Powell

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis describes the key features of our executive compensation program and the approach taken by the Compensation and Benefits Committee in setting 2011 compensation for the following named executive officers:

Mr. Darnell and Mr. Montag were appointed to the newly created positions of Co-Chief Operating Officers in September 2011. Prior to that time, Mr. Darnell was President of our Global Commercial Banking business and Mr. Montag was President of our Global Banking and Markets business. In addition, Mr. Thompson assumed the role of Chief Financial Officer in June 2011, having served as our Chief Risk Officer. Mr. Noski served as Chief Financial Officer until June 2011, after which he assumed the role of Vice Chairman. Mr. Lynch joined our company during July 2011 as Global Chief of Legal, Compliance and Regulatory Relations.

Executive Summary

Our executive compensation program ties pay for our executives to the performance of our company, its lines of business and each individual executive officer over the short and long-term. In addition, consistent with our compensation principles, our executive compensation program provides a mix of salary, benefits and incentives paid over time that we believe properly aligns the interests of our executive officers with the interests of our stockholders. We also take into account the manner in which results are achieved, including an evaluation of adherence to risk and compliance policies and other core values of our company. We continually evaluate our compensation policies and practices in light of ongoing developments and best practices in the area of incentive compensation.

Management’s Assessment of 2011 Performance

During 2011, our company continued to execute on our comprehensive three-year strategic plan, simplifying and streamlining our company, strengthening our balance sheet and building capital while managing through the slow-growth low interest rate environment. In addition, we have demonstrated focus on our customer-driven strategy and making our business more efficient and effective through our enterprise-wide Project New BAC initiative, which aligns our work to our three core customer groups: individuals, companies and institutional investors. During 2011, our senior management team strengthened the solid foundation of our company with a focus on long-term sustainable growth. Following is a summary of some of our company’s key accomplishments in 2011:

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Our 2011 Compensation Decisions

Consistent with our pay-for-performance philosophy, our Compensation and Benefits Committee made its 2011 compensation decisions based on its review of performance on a year-over-year basis. The Committee considered our company’s overall financial results, including net income reported for 2011 compared to a net loss in 2010. The Committee recognized that our company’s total stockholder return has lagged the total stockholder return of key competitors over one- and multi-year periods.

For our named executive officers heading lines of business, the Committee also reviewed the contributions of those lines of business to our overall company performance with a focus on accountability for risk management. The Committee focused on the individual performance of named executive officers against financial and non-financial performance goals and changes in our executives’ roles and responsibilities during the year as a result of the restructuring of our company under Project New BAC.

Based on its evaluation of 2011 performance, the Committee made the following 2011 compensation decisions for our named executive officers using an appropriately balanced mix of award types, similar to the types of awards made for 2010.

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Overview of Our Executive Compensation Program

Total Compensation. The total direct compensation for each of our executive officers is comprised of the executive’s base salary and an incentive opportunity. Consistent with our pay-for-performance philosophy, we believe that our executive officers should be able to provide for their retirement needs from the compensation they earn based on our performance. As a result, our current executive officers do not accrue additional retirement benefits under any supplemental executive retirement plans.

Base Salary. Base salary is designed to provide a level of predictable income. The Compensation and Benefits Committee establishes the base salary levels for our executive officers to be part of a competitive total compensation package.

Incentive Opportunity. The primary compensation element for our executive officers is an incentive opportunity that is designed to balance both near-term and longer-term results by providing year-end incentive award opportunities based on our financial performance as well as non-financial measures and other factors.

Compensation Risk Management. The Committee believes that the design and governance of our executive compensation program is consistent with the highest standards of risk management. The design of our executive compensation program supports our risk management goals through a set of checks and balances, including (1) a balanced mix of base and variable pay, (2) a balanced use of performance measures that are risk-adjusted where appropriate and combined with management judgment, (3) a pay-for-performance process that allocates individual awards based on both results and how those results were achieved, (4) deferral of a significant portion of variable pay, in equity-based awards where appropriate, to encourage retention and alignment with shareholder interests and (5) use of clawback features for all recipients of equity-based awards to further encourage achievement of long-term, sustainable results in an appropriate manner. The “Compensation Governance and Risk Management” section beginning on page 11 contains more information about our Compensation Governance Policy, our compensation risk management practices and the extent to which our executive officers participate in setting the amount or form of executive officer and director compensation.

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Clawback Features. Beginning with performance year 2009, equity awards to executive officers are subject to multiple separate and distinct “clawback” requirements that can result in the awards being canceled or prior payments recouped. These clawback requirements work together so that rewards realized over time appropriately reflect the time horizon of the risks taken and encourage proper conduct.

Consideration of Stockholder Say on Pay Votes. Our company provides its stockholders with the opportunity to cast an annual advisory say on pay vote to approve executive compensation. At our company’s 2011 annual meeting of stockholders, approximately 93% of the votes cast on our company’s say on pay proposal at that meeting were voted in favor of the proposal. The Committee believes this affirms our stockholders’ support of our company’s executive compensation program, including our pay-for-performance philosophy and, therefore, the Committee did not change its approach in 2011. The Committee will continue to consider the outcome of our company’s advisory say on pay votes when making future compensation decisions for our named executive officers.

Our Compensation and Benefits Committee’s Review of Performance

During January 2012, the Committee evaluated the performance of our company, lines of business and each of our named executive officers. The Committee considered the following as key to its compensation decisions:

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Following are certain key performance highlights reviewed by the Committee for each line of business:

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Our 2011 Compensation Decisions

Setting 2011 Total Compensation. Our practice for 2010 and prior performance years was to establish a target total direct compensation package for each executive officer at the beginning of each year. In January 2011, the Compensation and Benefits Committee decided not to establish target total direct compensation opportunities for our executive officers for 2011. Instead, the Committee determined 2011 year-end incentive compensation in January 2012 after its review of the 2011 performance of our company, lines of business and our named executive officers on a year-over-

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year basis. At the time of Mr. Lynch’s employment during 2011, the Committee established a competitive 2011 total target compensation opportunity for Mr. Lynch of $7 million based on his level of experience and the intended scope and importance of his new strategic role for our company. The Committee determined to award Mr. Lynch a 2011 performance year incentive for the full year.

2011 Compensation Decisions for Our Named Executive Officers. The following table summarizes the compensation decisions the Committee made for the named executive officers for the 2011 performance year:

2011 Compensation Decisions

Some of these 2011 compensation decisions are not reflected in the Summary Compensation Table on page 32. In addition, the table above reflects Mr. Lynch’s base salary on an annualized basis but does not reflect his signing bonus and new hire restricted stock unit and long-term cash awards. The table above differs from the Summary Compensation Table in two ways. First, we determine incentive compensation amounts after the performance year, while SEC rules require that the Summary Compensation Table include equity compensation in the year granted. Therefore, equity incentive compensation granted in 2011 for 2010 performance is shown in the Summary Compensation Table as 2011 compensation. Second, the Summary Compensation Table includes changes in pension value, certain nonqualified deferred compensation earnings and other elements of compensation (such as 401(k) matching contributions and perquisites) as part of total compensation. Those amounts are not shown in the table above.

2011 Base Salary Increases. The Committee did not increase Mr. Moynihan’s base salary for 2011. The Committee set the 2011 annual rates of base salary for each of our other named executive officers to $850,000 effective January 1, 2011. The base salaries were increased to a level that the Committee determined appropriate for internal consistency and that is reflective of the broader market trend of delivering base salary as a higher percentage of total compensation. No changes have been made to 2011 base salary levels for our named executive officers.

2011 Performance Year Incentive Awards. The Committee determined that incentive compensation for 2011 should be delivered in a balanced mix of award types with an emphasis on long-term equity-based awards. The long-term incentive awards reflected in the table above were intended to focus our named executive officers on our future sustainable performance and execution against our comprehensive three-year strategic plan, customer-driven strategy and Project New BAC initiatives. The Committee’s approach on the forms of incentive compensation awards for 2011 generally follows the approach used for 2010, but with two differences. First, the Committee decided to award annual cash incentive awards to certain of our named executive officers within the stockholder-approved limits of our EIC Plan based on our reported net income for the year. Second, Mr. Lynch received time-based restricted stock units rather than performance-contingent restricted stock units.

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The following provides additional information about the types of year-end incentive awards the Committee decided to use for 2011:

The actual amounts realized by the named executive officers from these equity-based awards will depend on the future performance of our business and stock price growth.

For future years, the Committee intends to continue to evaluate each year the performance of our company, our lines of business and our individual executive officers, including their accountability for strong risk management practices, and other factors it determines appropriate consistent with our pay-for-performance philosophy and our compensation principles. In deciding the appropriate mix and form of compensation for our named executive officers, the Committee intends to evaluate the balance between fixed and variable compensation and, for variable compensation, to choose the form of equity awards from a portfolio of award types.

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Our Other Compensation Practices

Other Pay-for-Performance Features of Our Program

Many of our program’s other unique features further demonstrate the commitment to our pay-for-performance philosophy.

Conditions of Stock Ownership

Severance and SERPs

Other Elements of Compensation

The other elements of our executive compensation program are as follows:

Retirement Benefits

Executive officers participate in our various employee benefit plans designed to provide retirement income. Our qualified and nonqualified pension plans provide a retirement income base, and our qualified and nonqualified 401(k) plans permit additional retirement savings. To encourage retirement savings under the qualified and nonqualified 401(k) plans, we provide an employer matching contribution.

We limit eligible compensation for earning benefits under the qualified and nonqualified pension plans and for employer matching contributions under the qualified and nonqualified 401(k) plans to the first $250,000 in annual cash compensation. As a result, the Committee’s decisions to grant annual performance-based cash incentive, restricted stock and stock option awards do not create any additional retirement benefits under these plans.

We believe that our executive officers should be able to provide for their retirement needs from the compensation they earn based on our performance. At the request of Mr. Moynihan, his participation in the FleetBoston Financial Corporation Supplemental Executive Retirement Plan (Fleet SERP) was frozen effective December 31, 2005. Therefore, he does not earn further benefits under that plan for compensation or periods of service after 2005. In addition, effective

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December 31, 2002 we froze benefits under the Bank of America Corporation and Designated Subsidiaries Supplemental Executive Retirement Plan for Senior Management Employees (Bank of America SERP). As a participant in the Bank of America SERP, Mr. Darnell does not earn any additional benefits under that plan for compensation or service after 2002.

For more information about these plans, see “Pension Benefits” and “Nonqualified Deferred Compensation” on pages 40 and 43, respectively.

Perquisites and Other Fringe Benefits

Our named executive officers receive health and welfare benefits, such as group medical, group life and long-term disability coverage, under plans generally available to all other U.S.-based salaried employees. Consistent with our pay-for-performance philosophy, we provide very limited executive fringe benefits. Because we have internal expertise on benefit, tax and financial advisory matters, we make those services available at no cost to our executive officers for their personal benefit, tax and financial planning needs. We also may provide certain of our executive officers with secured parking and home security systems. Our Excessive or Luxury Expenditures Policy (Expenditures Policy) provides for the use of corporate aircraft by senior management for conducting business on behalf of our company, including use related to reasonable business development, and approved emergency travel. In February 2011, the Board amended this policy to allow our Chief Executive Officer limited personal use of our aircraft, provided that he reimburses us for the incremental operating costs.

Competitor Groups

The Committee uses a group of five leading U.S. financial services companies as the primary competitor group for periodic review of compensation levels in order to evaluate relative performance. We use these banks as our primary competitor group because we are in direct competition with them for customers, employees and investors. Also, these banks follow similar economic cycles to our own, making relative performance measurements more meaningful. These banks are: Citigroup, Goldman Sachs, JPMorgan Chase, Morgan Stanley and Wells Fargo. In addition, given our growing global scope, the Committee periodically reviews executive compensation for a group of leading international financial institutions for a general perspective on compensation practices across the global financial services industry: Banco Santander, Barclays, BNP Paribas, Credit Suisse, Deutsche Bank, HSBC, Royal Bank of Scotland and UBS.

From time to time, the Committee also reviews executive compensation for a leading group of global companies headquartered in the U.S. spanning all industries to get a general perspective on compensation practices for companies of similar size and global scope. For 2011, these companies were: Abbott Laboratories, AT&T, Chevron, Cisco, Coca-Cola, ConocoPhillips, Exxon Mobil, General Electric, Hewlett-Packard, IBM, Intel, Johnson & Johnson, PepsiCo, Pfizer, Philip Morris International, Procter & Gamble, Verizon and Wal-Mart.

The Committee uses these groups periodically to gain perspective on market trends in executive compensation and evaluate relative performance, but without any formulaic benchmarking.

Timing of Equity Grants

Awards of restricted stock and stock options to executive officers and other eligible key employees are made on a regular award date each year shortly after the end of the applicable performance year. This is the same date that we pay cash incentive awards for the performance year, and is scheduled to give us sufficient time to complete all performance reviews and obtain all necessary approvals. For the past few years, the award date has been February 15, or the immediately preceding business day if February 15 is not a business day.

We occasionally make awards of restricted stock or stock options other than on the regular annual award date, usually in connection with hiring a new key employee or awards under annual performance plans that follow a different timing cycle. We generally make these awards on the first day of the calendar month following approval, which for newly hired employee is on or after their actual hire date. In the case of Mr. Lynch, his new hire restricted stock and long-term cash awards were made on the first business day following his start of employment.

Formal approval for awards is obtained prior to the grant dates. We do not coordinate the timing of our awards with the release of material non-public information. The exercise price for the stock options equals the closing price of our common stock for the grant date.

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Section 162(m)

Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain executive officers in excess of $1,000,000, but excludes “performance-based compensation” from this limit.

Annual incentive awards may be provided under the stockholder-approved EIC Plan, which is intended to provide “performance-based compensation” under Section 162(m). Under the EIC Plan’s compensation formula, participating executive officers may receive maximum deductible incentive compensation for a year up to 0.20% of our net income for that year. Under the EIC Plan, the Committee can determine to make all or any portion of the annual incentive award in cash or a restricted stock award under our Stock Plan. For performance year 2011, any cash incentive awards paid to certain of our named executive officers was paid under the EIC Plan.

Under our Stock Plan, awards in the form of PRSUs and stock options may be made which are intended to qualify as “performance-based compensation” under Section 162(m). Compensation realized by our executive officers through the exercise of stock options awarded in prior years should be fully deductible to us as “performance-based compensation” under Section 162(m). In addition, for performance year 2011, the PRSUs granted to certain of our named executive officers should be fully deductible to us (to the extent earned) as “performance-based compensation” under Section 162(m). The cash-settled restricted stock units awarded for performance year 2011 to Messrs. Moynihan, Thompson and Montag and the time-vesting restricted stock units granted to Mr. Lynch are not intended to be “performance-based compensation” under Section 162(m), and as a result may not be fully deductible when paid.

Some compensation paid to our named executive officers during 2011 exceeds the applicable Section 162(m) deduction limit. While the Committee retains discretion to make compensation decisions in light of a variety of considerations, all compensation decisions for our executive officers are made after consideration of the Section 162(m) implications.

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Executive Compensation

Summary Compensation Table

The following table shows compensation paid, accrued or awarded with respect to our named executive officers during the years indicated:

2011 Summary Compensation Table ⁽¹⁾

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2011 Stock Awards

In general, the grant date fair value is based on the closing price of our common stock on the applicable grant date. For the PRSUs granted in 2011, we have assumed two-thirds of the PRSUs granted would vest as the probable outcome for purposes of determining the grant date fair value. The amount shown for the PRSU awards is the grant date fair value calculated by multiplying two-thirds of the number of PRSUs granted to each named executive officer by the closing price of our common stock on the grant date. However, for the stock salary awards made in 2009, the grant date fair value was the expensed amount used to determine the number of vested stock units granted. See “Grants of Plan-Based Awards” on page 36 for a description of the CRSUs, PRSUs and time-vesting restricted stock units granted in 2011, and see “Nonqualified Deferred Compensation” on page 43 for a description of the 2009 stock salary awards.

The PRSUs are subject to adjustment upward or downward (to zero) depending on the achievement of performance goals based on our return on assets measured each quarter based on the prior 12-month period. Assuming our company’s performance results in the maximum number of PRSUs vesting, the maximum number of PRSUs and related grant date fair value that each named executive officer would be entitled to receive is shown in the table below.