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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 27, 2014

Dear Fellow Stockholders:

I am pleased to invite you to the 2014 Annual Meeting of Stockholders to be held May 7, 2014 at 10 a.m., local time, at the Charlotte Marriott City Center, 100 West Trade Street, Charlotte, North Carolina.

During the meeting, Chief Executive Officer Brian Moynihan will provide a report on our company. Our balance sheet is strong and the company is well positioned to continue to win in the marketplace. Brian’s presentation will include our business momentum and direction.

We also will discuss and vote on the matters described in the notice and proxy statement. Your vote is important; please read those documents with care to ensure that your shares are represented.

We look forward to your participation.

Sincerely,

Charles O. Holliday, Jr.

Chairman of the Board

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Notice of 2014 Annual Meeting of Stockholders

Matters to be voted on:

Record date: Bank of America stockholders as of the close of business on March 12, 2014 will be entitled to vote at our annual meeting and any adjournments or postponements of the meeting.

Your vote is very important. Please submit your proxy as soon as possible by the Internet, telephone or mail. Submitting your proxy by one of these methods will ensure your representation at the annual meeting regardless of whether you attend the meeting. Please refer to the following page for information on how to vote your shares, attend our annual meeting and view our proxy materials.

By order of the Board of Directors,

Ross E. Jeffries, Jr.

Corporate Secretary

March 27, 2014

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Summary

This summary highlights information contained elsewhere in this proxy statement or in our corporate governance documents published on our website at http://investor.bankofamerica.com. We encourage you to read this proxy statement in its entirety before voting.

Voting Your Shares

Your vote is important. Please exercise your right as a stockholder by submitting your proxy as soon as possible.

You may vote if you were a stockholder as of the close of business on March 12, 2014. Registered stockholders may vote in person at the meeting or submit a proxy by the Internet, telephone or mail as follows:

		VIA THE INTERNET www.investorvote.com/bac				BY MAIL Complete, sign, date and return your proxy card in the envelope provided
		BY TELEPHONE 800-652-8683				IN PERSON Attend our annual meeting and vote by ballot

If you submit your proxy by telephone or over the Internet, you do not need to return your proxy card by mail.

Beneficial stockholders who own our stock in “street name” through a bank, broker or other nominee should follow the voting instructions from their bank, broker or other nominee. Complete instructions for voting are outlined in “Voting and Other Information” on page 61.

Stockholder Action

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We’re Better When We’re Connected

Operating, Governance and Compensation Highlights

2013 Financial and Operating Performance

Our company 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. We continued to improve our core business performance during 2013, reflecting our ongoing efforts to stabilize revenue, decrease costs, strengthen the balance sheet and manage risk. During 2013:

For additional information, see “Compensation Discussion and Analysis” on page 24 and our 2013 annual report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited financial statements.

Governance Highlights

Board Structure and Director Independence. Our directors are elected annually and we have adopted a majority voting standard in uncontested elections. We have strong independent board leadership and a substantial majority of our directors are independent.

Director Qualifications and Board Oversight. Our directors are seasoned leaders with diverse experiences, possessing sound judgment and the necessary skills that allow them to effectively oversee our company. During 2013, we added four new directors who bring new experience and skills to our Board. In 2013, our Board met regularly to oversee our business, risks and affairs.

Board Oversight of Risk. Our Board regularly receives risk management updates. The Board oversees our company’s management of risk primarily through its Audit, Credit and Enterprise Risk Committees. Each of these committees regularly receives risk management updates on risk-related matters within the committee’s responsibilities and reports to our Board. In addition, our Compensation and Benefits Committee oversees our compensation policies and practices so that they do not encourage unnecessary and excessive risk-taking by our employees. See “Board Oversight of Risk” on page 13 for additional information.

Stockholder Rights. We provide the following stockholder rights:

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Stock Ownership and Retention Requirements. Our executive officers and non-management directors are subject to stock ownership and retention requirements.

Compensation Highlights

Pay-for-Performance Compensation. Our compensation philosophy ties our executive officer pay to the performance of our company, lines of business and each individual over both the short- and long-term. We believe our compensation program properly aligns the interests of our executive officers with our stockholders, while taking into account the manner in which results are achieved through adherence to our risk and compliance policies. In addition, a majority of total variable compensation to named executive officers is in the form of deferred equity-based awards, further encouraging long-term focus on generating sustainable results for our stockholders.

Compensation Risk Management. Our executive compensation program also supports our enterprise risk management goals through these checks and balances:

Our Compensation Practices. For a list of “what we do” and “what we don’t do,” see page 27.

2013 Compensation Decisions for CEO. For performance year 2013, the Compensation and Benefits Committee and the independent directors of the Board determined the following compensation for our Chief Executive Officer, in recognition of his individual performance and the overall performance of our company:

Prior Say on Pay Votes. At last year’s annual meeting of stockholders, over 93% of the votes cast approved the compensation of our named executive officers for 2012 as described in the 2013 proxy statement. The Compensation and Benefits Committee believes these results affirmed our stockholders’ support of our company’s executive compensation program; and, as a result, we did not materially change our overall approach in setting executive compensation for 2013. We 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.

We encourage you to read the more detailed information in “Compensation Discussion and Analysis” on page 24 before voting on Proposal 2: An Advisory (Non-Binding) Resolution to Approve Executive Compensation (Say on Pay).

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Proxy Statement

We are providing or making available this proxy statement starting on or about March 27, 2014 for the purpose of soliciting your proxy to vote on the matters to be presented at our annual meeting. Our Board of Directors requests that you submit your proxy by the Internet, telephone or mail so that your shares will be represented and voted at our annual meeting.

Internet Availability of Proxy Materials

We mailed or e-mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote. If you are a registered stockholder and would like to change the method of delivery of your proxy materials, please contact our transfer agent, Computershare Trust Company, N.A., P.O. Box 43078, Providence, Rhode Island 02940-3078; Toll free: 800-642-9855; or www.computershare.com/bac. You may do the same as a beneficial stockholder by calling the bank, broker or other nominee where your shares are held.

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Proxy Statement

We are providing or making available this proxy statement starting on or about March 27, 2014 for the purpose of soliciting your proxy to vote on the matters to be presented at our annual meeting. Our Board of Directors requests that you submit your proxy by the Internet, telephone or mail so that your shares will be represented and voted at our annual meeting.

Internet Availability of Proxy Materials

We mailed or e-mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote. If you are a registered stockholder and would like to change the method of delivery of your proxy materials, please contact our transfer agent, Computershare Trust Company, N.A., P.O. Box 43078, Providence, Rhode Island 02940-3078; Toll free: 800-642-9855; or www.computershare.com/bac. You may do the same as a beneficial stockholder by calling the bank, broker or other nominee where your shares are held.

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Proposal 1: Election of Directors

Our Board is presenting 15 nominees for election as directors at our annual meeting. All nominees currently serve as directors on our Board; 13 were elected to the Board by you at our 2013 annual meeting and two were appointed as directors by the Board after our 2013 annual meeting and are standing for election by you for the first time at our annual meeting. Each director elected at the meeting will serve a term of office until our 2015 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 our Board, or our Board may choose to reduce its size.

C = Chair; M = Member

BANK OF AMERICA CORPORATION 2014 PROXY STATEMENT    1

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PROPOSAL 1: ELECTION OF DIRECTORS

Identifying and Evaluating Nominees for Director

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; and international organizations. Our directors also have experience in financial and regulatory oversight; strategic planning; risk management; and technology. See “The Nominees” on page 3 for the qualifications, attributes and skills our Board considers important for our nominees.

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. Although we do not have a formal policy regarding diversity, our Board views 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 15 nominees, nine have international experience, 10 have CEO experience, two are African-American and four are women, one of whom is Hispanic.

Our Corporate Governance Committee will consider director candidates proposed by Board members, management, third-party search firms and our stockholders. The Committee follows the same director selection process and the same criteria for evaluating candidates regardless of who proposed their candidacy. During 2013, the Corporate Governance Committee engaged a third-party search firm to identify and interview potential director candidates for the Committee’s consideration. Mr. de Weck and Dr. Rose were identified by the third-party search firm.

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 recommendation before October 15th of the preceding year to the Corporate Secretary, Bank of America Corporation, Hearst Tower, 214 North Tryon Street, NC1-027-20-05, Charlotte, North Carolina 28255. The recommendation must include the information set forth in our Corporate Governance Guidelines, which are published on our website at http://investor.bankofamerica.com.

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PROPOSAL 1: ELECTION OF DIRECTORS

The Nominees

Our Board selected the 15 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, and the majority are serving or have served as chief executive officers. Together, our nominees bring to our Board a vast array of public company, financial services, private company, public sector, academic, nonprofit and other domestic and international business experience. Our nominees have held leadership positions in complex financial services organizations and with our primary regulator, and management roles in the areas of risk, operations, finance, technology and global human resources. In addition, our nominees represent diverse viewpoints and bring a blend of historical and new perspectives about our company as a result of their varied lengths of tenure as our directors. Our Board believes, in totality, this mix of attributes among the nominees enhances our Board’s independent leadership and effectiveness in light of our company’s businesses and organizational complexities, our industry’s operating environment and our company’s long-term strategy.

Set forth below are 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. We also discuss the qualifications, attributes and skills that led our Board to decide that each nominee should be elected as a director of Bank of America.

				Qualifications, Attributes and Skills: Ms. Allen’s responsibility for audit and consulting services in various positions with Deloitte LLP (Deloitte) provide her with extensive audit, financial reporting and corporate governance experience. Her leadership positions with Deloitte give her broad management experience of large, complex businesses and an international perspective on risk management and strategic planning.
				Professional Highlights:
				•     From 2003 until her retirement in May 2011, Ms. Allen served as Chairman of Deloitte, a firm that provides audit, consulting, financial advisory, risk management and tax services as the U.S. member firm of Deloitte Touche Tohmatsu Limited.
				•     She worked at Deloitte for nearly 40 years in various leadership roles at the firm, including partner and regional managing partner, and was previously responsible for audit and consulting services for a number of Fortune 500 and large private companies.
				•     Ms. Allen was also a member of the Global Board of Directors, Chair of the Global Risk Committee and U.S. Representative on the Global Governance Committee of Deloitte Touche Tohmatsu Limited from 2003 to May 2011.   Other Leadership Experience and Service: •     Ms. Allen serves as Chair of the National Board of Directors of the YMCA of the USA, a leading nonprofit organization for youth development, healthy living and social responsibility. •     She served as Chair of the Audit Committee and as a board member of Catalyst Inc. (Catalyst), a leading nonprofit organization dedicated to expanding opportunities for women and business. •     Ms. Allen was appointed by President George W. Bush to the President’s Export Council.
Sharon L. Allen
Age 62 Director since August 2012
Former Chairman, Deloitte Other Public Company Directorships Current: First Solar, Inc.

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PROPOSAL 1: ELECTION OF DIRECTORS

				Qualifications, Attributes and Skills: Ms. Bies’ role as a Federal Reserve System Governor and her tenure with First Tennessee National Corporation (First Tennessee) provide her with broad expertise in consumer banking, financial regulation and risk management. In particular, Ms. Bies focused on enterprise financial and risk management during her career with First Tennessee and further expanded her regulatory expertise by serving on the Financial Accounting Standards Board’s (FASB) Emerging Issues Task Force. Her experience with a primary regulator of our company, along with her other regulatory and public policy experience, give her a unique and valuable perspective relevant to our company’s business, financial performance and risk oversight.
				Professional Highlights:
				•     Ms. Bies has served as a Senior Advisory Board Member to Oliver Wyman Group, a management consulting subsidiary of Marsh & McLennan Companies, Inc., since February 2009. •     She is a former member of the Board of Governors of the Federal Reserve System, serving in that capacity from 2001 to 2007.
Susan S. Bies				•     Ms. Bies served as a member of the FASB Emerging Issues Task Force from 1996 to 2001. •     Ms. Bies previously held various leadership roles, including Executive Vice President of risk management, Auditor and Chief Financial Officer, at First Tennessee, a regional bank holding company, where she was employed from 1979 to 2001. At First Tennessee, she also served as Chair of the Asset Liability Management Committee and Executive Risk Management Committee. •     Ms. Bies currently serves as a director of Zurich Insurance Group Ltd. •     She began her career as a regional and banking structure economist at the Federal Reserve Bank of St. Louis.
Age 67 Director since June 2009
Former Member, Board of Governors of the Federal Reserve System

				Qualifications, Attributes and Skills: As a Chairman, Chief Executive Officer, President and Chief Operating Officer of HCA, Inc. (HCA), Mr. Bovender has extensive experience leading a large, regulated, complex business. Mr. Bovender’s experience with HCA and service on the Board of Trustees of Duke University and its Audit Committee provide him with insight into risk management, operational risk and strategic planning and valuable perspective on corporate governance issues.
				Professional Highlights:
				•     Mr. Bovender served as Chairman of HCA, one of the largest for-profit U.S. hospital operators, from January 2002 to December 2009 and was Chief Executive Officer from January 2001 to January 2009. During his tenure at HCA, he also served as President and Chief Operating Officer. •     Mr. Bovender began his career in hospital administration in the U.S. Navy.
				Other Leadership Experience and Service:
				•     Mr. Bovender is Vice Chair of the Duke University Board of Trustees and chairs its Audit Committee. •     He also serves on the Duke University Healthcare System’s Board of Directors.
Jack O. Bovender, Jr.
Age 68 Director since August 2012
Former Chairman and Chief Executive Officer, HCA, Inc.   Other Public Company Directorships Past Five Years: HCA, Inc.

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PROPOSAL 1: ELECTION OF DIRECTORS

				Qualifications, Attributes and Skills: Mr. Bramble brings broad ranging financial services expertise and historical insight to our Board, having held leadership positions at two financial service companies acquired by our company (MBNA Corporation, acquired in 2006, and MNC Financial Inc., acquired in 1993). As a former executive officer of one of the largest credit card issuers in the U.S. and a major regional bank, he has dealt with a wide range of issues of importance to our company, including credit cycles; sales and marketing of consumers; audit and financial reporting; and risk management.
				Professional Highlights:
				•     Mr. Bramble has served as Interim President of Calvert Hall College High School (Baltimore, MD) since July 2013. •     Mr. Bramble served as Vice Chairman, from July 2002 to April 2005, and advisor to the Executive Committee, from April 2005 to December 2005, of MBNA Corporation, a financial services company acquired by Bank of America in January 2006. •     He previously served as the Chairman and Chief Executive Officer at Allfirst Financial, Inc. and held executive leadership positions at MNC Financial Inc., Maryland National Bank, American Security Bank and Virginia Federal Savings Bank. •     Mr. Bramble also served as a director, from April 1994 to May 2002, and Chairman, from December 1999 to May 2002 of Allfirst Financial, Inc. and Allfirst Bank, U.S. subsidiaries of Allied Irish Banks, plc. •      He began his career as an audit clerk at the First National Bank of Maryland.   Other Leadership Experience and Service: •     He is an emeritus member of the Board of Visitors of Towson University, where he was also a lecturer from 2006 to 2008.
Frank P. Bramble, Sr.
Age 65 Director since January 2006
Former Executive Officer, MBNA Corporation
				Qualifications, Attributes and Skills: Mr. de Weck’s experience as an executive with UBS AG (UBS) and Deutsche Bank AG (Deutsche Bank) provides him with extensive knowledge of the financial services industry. As a former Chairman and Global Head of Private Wealth Management and member of the Executive Committee of Deutsche Bank, Mr. de Weck has broad experience in risk management and strategic planning that brings valuable international perspective to our company’s business activities. Mr. de Weck’s experience as Chief Credit Officer of UBS provides him with further risk management expertise.
				Professional Highlights:
				•     Mr. de Weck served as the Chairman and Global Head of Private Wealth Management and member of the Group Executive Committee of Deutsche Bank from 2002 to May 2012. •     Prior to joining Deutsche Bank, Mr. de Weck served on the Management Board of UBS from 1994 to 2001, as Head of Institutional Banking from 1994 to 1997, as Chief Credit Officer and Head of Private Equity from 1998 to 1999 and as Head of Private Equity from 2000 to 2001. •     He also held various senior management positions at Union Bank of Switzerland from 1985 to 1994.
Pierre J. P. de Weck
Age 63 Director since July 2013
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG

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PROPOSAL 1: ELECTION OF DIRECTORS

				Qualifications, Attributes and Skills: As President and Chief Executive Officer of Carnival Corporation and Carnival plc (Carnival), a former senior executive at Monsanto Company (Monsanto) and the former Chairman and Chief Executive Officer of Merisant Company (Merisant), Mr. Donald has extensive experience in strategic planning and operations in consumer, retail and distribution businesses. In addition, his board service with public companies gives him experience with risk management, global operations and regulated businesses. His experience heading The Executive Leadership Council and the Juvenile Diabetes Research Foundation International gives him a unique perspective on governance matters, social responsibility and diversity.
				Professional Highlights:
				•     Mr. Donald has been President and Chief Executive Officer of Carnival, a cruise and vacation company, since July 2013.
				•     Mr. Donald previously served as President and Chief Executive Officer from November 2010 to June 2012 of The Executive Leadership Council, a nonprofit organization providing a professional network and business forum to African-American executives at major U.S. companies. •     Mr. Donald was President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from January 2006 to February 2008. •     From 2000 to 2003, Mr. Donald served as Chairman and Chief Executive Officer of Merisant, a privately held global manufacturer of tabletop sweeteners, and he remained Chairman until 2005. •     He joined Monsanto in 1977, where over his 20-year tenure he held several senior leadership positions with global responsibilities including President of its Agricultural Group and President of its Nutrition and Consumer Sector.   Other Leadership Experience and Service: •     Mr. Donald was appointed by President Clinton and re-appointed by President George W. Bush to the President’s Export Council.
Arnold W. Donald
Age 59 Director since January 2013
President and Chief Executive Officer, Carnival   Other Public Company Directorships Current: Carnival, Crown Holdings, Inc.   Past Five Years: Oil-Dri Corporation of America, The Laclede Group, Inc., The Scotts Miracle-Gro Company
				Qualifications, Attributes and Skills: Mr. Gifford’s banking career with our company and predecessor companies, including First National Bank of Boston (Bank of Boston) and FleetBoston Financial Corporation (FleetBoston), brings in-depth knowledge of the financial services industry and significant financial expertise relevant to all activities of our company. Under his stewardship, Mr. Gifford transformed the strategic direction of a regional bank during a recessionary period to create one of the country’s major financial services companies. His historical perspective and managerial and leadership experience through past economic cycles provide valuable insight on the issues facing our company’s businesses.
				Professional Highlights:
				•     Mr. Gifford served as Chairman of Bank of America Corporation from April 2004 until his retirement in January 2005.
				•     He became President and Chief Executive Officer of FleetBoston in 2001 and served as Chairman and Chief Executive Officer from 2002 to April 2004, when FleetBoston was acquired by our company.
				•     Prior to Mr. Gifford’s service as President and Chief Executive Officer of FleetBoston, he served as Chief Executive Officer of Bank of Boston and then President of FleetBoston. •     Mr. Gifford began his career in financial services at the Bank of Boston in 1966.
Charles K. Gifford
Age 71 Director since April 2004
Former Chairman, Bank of America Corporation   Other Public Company Directorships Current: CBS Corporation, Northeast Utilities   Past Five Years: NSTAR

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PROPOSAL 1: ELECTION OF DIRECTORS

				Qualifications, Attributes and Skills: Through his tenure with E.I. DuPont de Nemours and Company (DuPont), Mr. Holliday gained extensive experience leading large, complex, multi-national operations, managing risk and strategic planning and marketing to a varied customer base. His continued service as Chairman of DuPont’s board following his retirement as Chief Executive Officer offers him a perspective relevant to his current role as our independent Board Chairman. Mr. Holliday’s service as Chairman of the World Business Council for Sustainable Development, an organization that brings the international business community together to create a sustainable future for business, society and the environment, gives him a unique perspective on sustainability issues impacting our company. In addition, his service as Chairman Emeritus of the U.S. Council on Competitiveness, a non-partisan, non-governmental organization working to ensure U.S. prosperity, provides him with unique insight into our company’s long-term competitive challenges.
				Professional Highlights:
				•     Mr. Holliday served as Chief Executive Officer of DuPont, a global chemical and life sciences company, from 1998 until December 2008 and as Chairman from 1999 to December 2009. He joined DuPont in 1970 and held various positions during his tenure at the company.   Other Leadership Experience and Service: •     Mr. Holliday serves as: Chair of the Executive Committee of Sustainable Energy for All, an initiative sponsored by the United Nations and The World Bank to bring energy access, efficiency and renewable resources to the world; and Chairman of the National Academy of Engineering, an honorary organization established by Congress whose members include over 2,000 of the most outstanding engineers in the U.S. •     He also is a former Chairman of the World Business Council for Sustainable Development and serves as Chairman Emeritus of the U.S. Council on Competitiveness and Chairman Emeritus of Catalyst, a leading nonprofit organization dedicated to expanding opportunities for women and business.
Charles O. Holliday, Jr.
Age 66 Chairman of the Board since April 2010 and Director since September 2009
Former Chairman and Chief Executive Officer, DuPont Other Public Company Directorships Current: CH2M HILL Companies, Ltd. (employee owned), Deere and Company, Royal Dutch Shell plc   Past Five Years: DuPont
				Qualifications, Attributes and Skills: As a former President and Chief Executive Officer of BAE Systems, Inc. (BAE), Ms. Hudson has broad experience in strategic planning and risk management. Together with her service as an executive director of BAE Systems plc (BAE Systems), Ms. Hudson’s experience provides her with a unique international perspective and skill as a leader of a large, international, highly-regulated, complex business. Ms. Hudson’s career in the defense and aerospace industry gives her knowledge of technology risks such as cyber security risk.
				Professional Highlights:
				•     Ms. Hudson served as President and Chief Executive Officer of BAE, a U.S.-based subsidiary of BAE Systems, a global defense, aerospace and security company headquartered in London, from October 2009 until January 2014. •     Ms. Hudson served as President of BAE Systems’ Land and Armaments operating group, the world’s largest military vehicle and equipment business, from October 2006 to October 2009. •     Prior to joining BAE, Ms. Hudson worked at General Dynamics Corporation and was President of its Armament and Technical Products business. During her career, she has held various positions in engineering, production operations, program management and business development for defense and aerospace companies. •     She served as a member of the Executive Committee and as an executive director of BAE Systems from 2009 until January 2014. She has also been a member of the Board of Directors of BAE since 2009.   Other Leadership Experience and Service: •     Ms. Hudson is a member of the Board of Directors of the University of Florida Foundation, Inc. and the University of Florida Engineering Leadership Institute. •     She also is a member of the Board of Directors of the Center for a New American Security, a non-partisan research institute that develops national security and defense policies.
Linda P. Hudson
Age 63 Director since August 2012
CEO Emeritus and Former President and Chief Executive Officer, BAE Systems, Inc.   Other Public Company Directorships Current: The Southern Company

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PROPOSAL 1: ELECTION OF DIRECTORS

				Qualifications, Attributes and Skills: Ms. Lozano is the Chairman and Chief Executive Officer of a leading Hispanic news and information company. In this role, she has provided broad leadership management over areas such as operations, marketing and strategic planning. Ms. Lozano has a deep understanding of issues that are important to Hispanics, a growing U.S. demographic. Her public company board service for The Walt Disney Company and her role with the University of Southern California give her board-level experience overseeing large organizations with diversified operations on matters such as governance, risk management and financial reporting. Ms. Lozano’s experience as a member of President Obama’s Council on Jobs and Competitiveness also gives her valuable perspective on important public policy, societal and economic issues relevant to our company.
				Professional Highlights:
				•     Ms. Lozano has served as Chairman since July 2012 and Chief Executive Officer since May 2010 of ImpreMedia, LLC (ImpreMedia), a leading Hispanic news and information company. She also was Senior Vice President of ImpreMedia from January 2004 to May 2010. •     She also serves as a member of the Board of Directors of ImpreMedia. •     Ms. Lozano has served as Publisher of La Opinion, a subsidiary of ImpreMedia, since 2004 and was Chief Executive Officer from 2004 to July 2012. Other Leadership Experience and Service: •     She served as a member of President Obama’s Council on Jobs and Competitiveness from 2011 to 2012 and President Obama’s Economic Recovery Advisory Board from 2009 to 2011. •     Ms. Lozano serves as a member of the Board of Trustees of the University of Southern California, and was a member of the Board of Regents of the University of California and the State of California Commission on the 21st Century Economy.
Monica C. Lozano
Age 57 Director since April 2006
Chairman and Chief Executive Officer, ImpreMedia, LLC Other Public Company Directorships Current: The Walt Disney Company
				Qualifications, Attributes and Skills: As Chairman, President and Chief Executive Officer of Northeast Utilities, and the former Chairman, Chief Executive Officer, President, Chief Financial Officer and Chief Operating Officer of Northeast Utilities’ predecessor companies, Mr. May has experience with regulated businesses, operations, risk management, business development, strategic planning and corporate governance matters, which gives him unique insights into the current issues facing our company’s businesses. In addition, having experience as a Certified Public Accountant, Mr. May brings strong accounting and financial skills, and a professional perspective on financial reporting and enterprise and operational risk management.
				Professional Highlights:
				•     Mr. May became President and Chief Executive Officer of Northeast Utilities, one of the nation’s largest utilities serving 3.6 million customers in three states, in April 2012, and has been Chairman since October 2013. •     He was the Chairman and Chief Executive Officer of NSTAR, a Northeast Utilities predecessor, from 1999 to April 2012 and President from 2002 to April 2012. He also served as Chief Financial Officer and Chief Operating Officer during his tenure at Northeast Utilities’ predecessor companies. •     Mr. May currently serves as a director of Liberty Mutual Holding Company, Inc.
Thomas J. May
Age 67 Director since April 2004
Chairman, President and Chief Executive Officer, Northeast Utilities   Other Public Company Directorships Current: Northeast Utilities   Past Five Years: NSTAR

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PROPOSAL 1: ELECTION OF DIRECTORS

				Qualifications, Attributes and Skills: Mr. Moynihan has many years of broad international and domestic financial services experience, including wholesale and retail businesses. As our Chief Executive Officer, he has a deep understanding of all aspects of our company’s business. In 2009, he led the integration of Merrill Lynch & Co., Inc. He has also led our consumer banking, commercial banking, investment banking and wealth management businesses, and our sales and trading operations and our legal department. These experiences have given him a valuable perspective on our company.
				Professional Highlights:
				•     Mr. Moynihan was appointed President and Chief Executive Officer of Bank of America in January 2010. During his tenure at our company, Mr. Moynihan has served in various executive leadership positions including President of Consumer and Small Business Banking from August 2009 to December 2009, President of Global Banking and Global Wealth Management from January 2009 to August 2009, General Counsel from December 2008 to January 2009, President of Global Corporate and Investment Banking from October 2007 to December 2008, and President of Global Wealth and Investment Management from April 2004 to October 2007. •     Prior to Bank of America’s acquisition of FleetBoston in 2004, Mr. Moynihan served as Executive Vice President of FleetBoston with responsibility for Brokerage and Wealth Management. He also previously led Regional Commercial Financial Services and Investment Management at FleetBoston.
Brian T. Moynihan
Age 54 Director since January 2010
President and Chief Executive Officer, Bank of America Corporation   Other Public Company Directorships Past Five Years: BlackRock, Inc., Merrill Lynch & Co., Inc. (former subsidiary of our company, merged into Bank of America Corporation)

				Qualifications, Attributes and Skills: Mr. Nowell’s role as Treasurer of PepsiCo, Inc. (Pepsi) provides him with extensive experience in risk management and strategic planning, as well as strong financial skills. His public company board service gives him experience in financial reporting and accounting with large international and regulated businesses. Mr. Nowell’s experience on the advisory board at a large, public university provides him with further expertise with large, complex organizations.
				Professional Highlights:
				•     Mr. Nowell served as Senior Vice President and Treasurer of Pepsi, a leading global food, snack and beverage company, from 2001 to May 2009. He previously served as Chief Financial Officer of The Pepsi Bottling Group and as Controller of Pepsi. •     Prior to joining Pepsi, Mr. Nowell served as Senior Vice President, Strategy and Business Development at RJR Nabisco, Inc. from 1998 to 1999. •     He held various senior financial roles at the Pillsbury division of Diageo Plc, including Chief Financial Officer of its Pillsbury North America, Pillsbury Foodservice and Haagen-Dazs divisions, and also served as Controller and Vice President of internal audit of the Pillsbury Company.   Other Leadership Experience and Service: •     Mr. Nowell serves on the Dean’s Advisory Board at The Ohio State University Fisher College of Business.
Lionel L. Nowell, III
Age 59 Director since January 2013
Former Senior Vice President and Treasurer, Pepsi   Other Public Company Directorships Current: American Electric Power Company, Inc., Reynolds American Inc.

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PROPOSAL 1: ELECTION OF DIRECTORS

				Qualifications, Attributes and Skills: Dr. Rose brings experience relevant to our company’s businesses through his service as a senior executive at JPMorgan Chase & Co. and predecessor company J.P. Morgan & Co. (collectively, JPMorgan Chase), including leadership positions in investment banking, equities, securities, derivatives and corporate finance businesses. Dr. Rose has broad experience in risk management and strategy with a financial services company. Dr. Rose’s experience as a professor at Harvard Business School, Columbia University (Columbia) and New York University (NYU) has provided him with opportunities to research and analyze current issues in the financial services industry, giving him a valuable and unique perspective on our company’s businesses.
				Professional Highlights:
				•     Dr. Rose has been a Professor of Management Practice at Harvard Business School since 2007.
				•     Prior to joining the Harvard Business School, Dr. Rose taught strategy at the Graduate School of Business at Columbia and the Stern School of Business at NYU. •     During his approximately 20 years of service at JPMorgan Chase, Dr. Rose served as Vice Chairman, headed two lines of business – Global Investment Banking and Global Equities – and was a member of JPMorgan Chase’s senior management team.   Other Leadership Experience and Service: •     Dr. Rose serves on the Board of Trustees for the Howard Hughes Medical Institute and chairs its Audit and Compensation Committee.
Clayton S. Rose
Age 55 Director since July 2013
Professor of Management Practice, Harvard Business School   Other Public Company Directorships Current: XL Group, plc   Past Five Years: Federal Home Loan Mortgage Corporation

				Qualifications, Attributes and Skills: As the former Chief Executive Officer of AmerisourceBergen Corporation (AmerisourceBergen) and its predecessor company, Mr. Yost has broad experience in strategic planning, risk management and operational risk. Mr. Yost has experience leading a large, complex business. And, through his experience on public company boards, he has board-level experience overseeing large, complex public companies in various industries, which provides him with valuable insights on corporate governance and risk management.
				Professional Highlights:
				•     Mr. Yost served as Chief Executive Officer of AmerisourceBergen, a pharmaceutical services company providing drug distribution and related services to healthcare providers and pharmaceutical manufacturers, from 2001 until his retirement in July 2011 and as President from 2001 to 2002 and again from September 2007 to November 2010. •     He has held various positions at AmerisourceBergen and predecessor companies, including Chief Executive Officer of Amerisource Health Corporation, during a nearly 40-year career.
R. David Yost
Age 66 Director since August 2012
Former Chief Executive Officer, AmerisourceBergen   Other Public Company Directorships Current: Exelis Inc., Marsh & McLennan Companies, Inc., Tyco International Ltd.   Past Five Years: AmerisourceBergen

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Corporate Governance

Director Independence

The New York Stock Exchange (NYSE) listing standards require a majority of our directors and each member of the Audit, Compensation and Benefits, and Corporate Governance Committees to be independent. In addition, our Corporate Governance Guidelines provide that a substantial majority of our directors be independent. To assist in determining each director’s independence status, our Board has also adopted Director Independence Categorical Standards. These Categorical Standards are published 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 NYSE listing standards and our Categorical Standards.

Our Board, in coordination with our Corporate Governance Committee, has evaluated the relevant relationships between each current director (and his or her immediate family members and affiliates) and Bank of America and its subsidiaries and has affirmatively determined that 13 of our 15 directors are independent. Specifically, the following current non-management directors are independent under the NYSE listing standards and our Categorical Standards: Ms. Allen, Ms. Bies, Mr. Bovender, Mr. Bramble, Mr. de Weck, Mr. Donald, Mr. Holliday, Ms. Hudson, Ms. Lozano, Mr. May, Mr. Nowell, Dr. Rose and Mr. Yost. In addition, our Board affirmatively determined that Mukesh D. Ambani, Virgis W. Colbert, Donald E. Powell, Charles O. Rossotti and Robert W. Scully (who served as directors until our 2013 annual meeting) were independent directors under the NYSE listing standards and our Categorical Standards.

In making its independence determinations, our Board considered the following ordinary course, non-preferential relationships that existed during the preceding three years with our company and determined that none of the relationships constituted a material relationship between the director and our company:

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CORPORATE GOVERNANCE

Mr. Gifford and Mr. Moynihan are not independent directors. Mr. Gifford, former Chairman of Bank of America, receives office space and secretarial support from the company that has an aggregate incremental cost that exceeds the thresholds set forth in the NYSE listing standards and our Categorical Standards. Mr. Moynihan is not independent due to his service as our Chief Executive Officer.

Board Leadership

Our Board’s current leadership structure includes an independent Chairman of the Board and Audit, Compensation and Benefits, Corporate Governance and Enterprise Risk Committees that are each chaired by and comprised solely of independent directors. The Chairman of the Board, Mr. Holliday, presides over meetings of our Board and acts as liaison between the Board and our Chief Executive Officer, Mr. Moynihan, who is responsible for the day-to-day management of the company. The Board does not have a Lead Independent Director because Mr. Holliday is independent.

Our Board believes that the leadership structure described above is appropriate at this time given Bank of America’s specific characteristics and circumstances, including the Board’s commitment to strong, independent Board and Committee leadership and a belief that objective oversight of management is a critical aspect of effective Board leadership. At least annually, our Board deliberates on and discusses its appropriate leadership structure and the role and responsibilities of our Board’s committees based on the needs of our company.

Board Meetings, Committee Membership and Attendance

Directors are expected to attend our annual meetings of stockholders and the regular and special meetings of our Board and the committees on which they serve. Each of our current directors attended at least 75% of the aggregate meetings of our Board and the committees on which they served during 2013 and during the period in which they served as a director. In addition, 11 of the 13 directors serving on our Board at the time of our 2013 annual meeting attended the meeting.

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. Our independent Chairman of the Board leads all Board executive sessions.

Our Board has six committees, including Audit, Compensation and Benefits, Corporate Governance, Credit and Enterprise Risk. Our Board’s sixth committee, Corporate Development, was formed by our Board in 2013 as the result of a litigation settlement; it has not yet conducted any business or held any meetings. In addition, the Board had an Executive Committee that was eliminated in 2013 without holding any meetings. The duties of each of these standing committees are summarized below. Charters describing the responsibilities of each of the Audit, Compensation and Benefits, Corporate Governance, Credit and Enterprise Risk Committees can be found at http://investor.bankofamerica.com. Our Board, taking into consideration the recommendations of the Corporate Governance Committee, reviews committee membership at least annually. Information about the membership of these committees is set forth above under the heading “Proposal 1: Election of Directors.”

Our committees may act under delegated authority or make recommendations to the Board as appropriate and regularly report on their activities to the entire Board. Each committee may obtain advice from internal or external financial, legal, accounting or other advisors as needed.

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CORPORATE GOVERNANCE

Board Oversight of Risk

Risk is inherent in every material business activity that we undertake. Our business exposes us to strategic, credit, market, liquidity, compliance, operational and reputational risks. To support our corporate goals and objectives, risk appetite and business and risk strategies, we maintain a governance structure that delineates the responsibilities for risk management activities, and the governance and oversight of those activities, by management and our Board. The Board is committed to strong, independent oversight of management and risk through a governance structure that includes Board committees. As part of its annual review, the Board approves a Risk Framework and Risk Appetite Statement. The Risk Framework defines the accountability of our company and our employees and the Risk Appetite Statement defines the parameters under which we will take risk. The Risk Framework is designed to be used by our employees to understand risk management activities, including their individual roles and accountabilities. It also defines how risk management is integrated into our core business processes, and it defines the risk management governance structure. Our Chief Risk Officer, who leads senior management in managing risk,

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reports to the Chief Executive Officer and participates in meetings of the Board and its committees on risk oversight. The governance structure is designed to align the interests of the Board and management with those of our stockholders and to foster integrity over risk management throughout the company. (Details of our company’s risk management policies and practices are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2013 annual report.)

Executive management develops for Board approval our Risk Framework, which defines the accountability of our company and its employees in managing risk; our Risk Appetite Statement, which defines the parameters under which we will take risk; and our capital, strategic and financial operating plans. Management monitors, and our Board oversees directly and through its committees, our financial performance, execution against the capital, strategic and financial operating plans, compliance with the risk appetite parameters and the adequacy of internal controls.

Our Audit, Credit and Enterprise Risk Committees have the principal responsibility for assisting our Board with enterprise-wide oversight of our company’s management and handling of risk.

Each of these committees regularly receives risk management updates on risk-related matters within the committee’s responsibilities and reports on these updates to our Board to provide our Board with integrated, thorough insight about management of our enterprise risks. We believe this holistic Board and Committee risk oversight process complements our Board’s commitment to maintaining a strong independent Board and Committee leadership structure. In addition, our Compensation and Benefits Committee oversees, among other things, our compensation policies and practices so that they do not encourage unnecessary and excessive risk-taking by our employees. See “Compensation Governance and Risk Management” on page 14.

Compensation Governance and Risk Management

Compensation Governance. Our Compensation and Benefits Committee 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 related topics as appropriate. Each year, the Committee uses, and makes available to the Board, an executive compensation statement, or “tally sheet,” for each executive officer. The tally sheets include each executive officer’s total compensation package, including base salary, cash and equity-based incentive awards, accumulated realized and unrealized stock option gains and the value of prior restricted stock awards (including the status of achieving any performance goals), qualified and nonqualified retirement and deferred compensation benefit accruals, and the incremental cost to our company of all perquisites. The Committee uses this information to evaluate all elements of executive officer compensation and benefits when making compensation decisions. Annually, the Committee reviews with our Board its compensation decisions (including cash and equity-based awards) for executive officers and other senior executives who report directly to the Chief Executive Officer.

Generally, our executive officers do not engage directly with the Committee in setting the amount or form of executive officer or director compensation. As part of the annual performance reviews for our named executive officers (other than the Chief Executive Officer), the Compensation and Benefits Committee sets the compensation for our named executive officers after

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considering the perspectives and recommendations of our Chief Executive Officer for each individual’s performance and incentive awards. In addition, the Committee considers the performance of our various lines of business, business segments and functions, as well as performance feedback from our Global Head of Human Resources and our independent control functions (risk, audit, legal, human resources, finance and compliance).

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 Farient Advisors LLC (Farient) as its independent compensation consultant for 2013. Farient’s business is limited to providing independent executive and director compensation consulting services to its clients. Farient does not provide any other services to our company. For 2013, Farient assisted the Committee by providing external market and performance comparisons, advising the Committee on senior executive, Chief Executive Officer and director compensation and assisting with other executive and director compensation-related matters from time to time. In performing these services, Farient met regularly with the Committee outside the presence of management and alone with the Committee chair. Frederic W. Cook & Company, the compensation consultant retained by the Committee for the 2012 performance year executive compensation program, assisted the Committee during early 2013 in reviewing base salary levels and finalizing equity-based incentive awards granted in early 2013 for 2012 performance for our named executive officers, as included in 2013 compensation in the Summary Compensation Table on page 38.

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 to management include delegation of authority to (i) the Management Compensation Committee to direct the compensation for all of our employees except for our Chief Executive Officer and the Chief Executive Officer’s direct reports and (ii) the 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 and recommends any changes to director compensation to our Board for approval.

Compensation Risk Management Policies and Practices. We believe that our company 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.

The Committee has adopted and reviews at least annually our Compensation Governance Policy that governs our incentive compensation decisions and define the framework for design oversight of incentive compensation programs across our company. The Compensation Governance Policy is designed to be consistent with global regulatory initiatives so that our incentive compensation plans do not encourage excessive risk-taking. It specifically addresses:

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 Lines of Business Compensation Committees.

Consistent with our Compensation Governance Policy, we conduct annually a comprehensive review, analysis and discussion of incentive design and operation through our incentive plan certification and review process. In support of this process, each of

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the Chief Executive Officer’s direct reports, along with their management teams and independent control functions (including their respective risk officers), meet throughout the year to discuss business strategy, performance and risk with respect to compensation. These participants certify that their respective incentive programs (i) are aligned with the applicable 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. These management certifications are reviewed by Farient and the Committee. The Committee also meets with our Chief Risk Officer to review and assess any risks posed by our incentive compensation programs so that the programs appropriately balance risks and rewards in a manner that does not encourage excessive risk-taking.

All of the Corporation’s incentive plans are reviewed by Corporate Audit in accordance with a three-year cycle, using a risk-based approach. These audits include a review of governance, payment and processing against each incentive plan’s design, and validation of incentive plan design and operation against regulatory requirements. Since 2010 all incentive plans have been reviewed by Corporate Audit at least once, and incentive plans with higher risk-rankings have been reviewed more frequently.

For performance year 2013, in addition to its review of the individual incentive compensation awards for executive officers and other senior executives who report directly to the Chief Executive Officer, the Committee also reviewed the individual incentive compensation awards for certain highly compensated employees and the aggregate awards for other groups of employees. The Committee met with the heads of each of our independent control functions and our Co-Chief Operating Officers before making its 2013 incentive compensation decisions.

As a result of these reviews and processes, 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 excessive risk-taking or 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, in coordination with our Corporate Governance Committee, oversees Chief Executive Officer and senior management succession planning and reviews succession planning at least annually. As part of the Chief Executive Officer continuity and succession planning, our Chief Executive Officer, in coordination with our Global Head of Human Resources, provides the Corporate Governance Committee with recommendations on and evaluations of potential successors, including a review of the development plans recommended for these potential successors. Our Board and our Corporate Governance Committee review 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 for personal assessment of candidates. Further, our Board periodically reviews the overall composition of our senior management’s qualifications, tenure and experience.

Our Board, in coordination with the Corporate Governance Committee, also establishes appropriate steps to address emergency Chief Executive Officer and executive officer succession planning in extraordinary circumstances. Our emergency Chief Executive Officer succession planning is intended to enable our company to respond to an unexpected vacancy in the applicable position while continuing our company’s safe and sound operation and minimizing potential disruption or loss of continuity to our company’s business and operations, including in the case of a major catastrophe.

Board Evaluation and Education

Each year, our Board and our Audit, Compensation and Benefits, Corporate Governance, Credit and Enterprise Risk Committees evaluate their own effectiveness. Our Board views self-evaluation as an ongoing process designed to achieve high levels of Board and committee effectiveness, performance and engagement. Our Board also encourages directors to participate in continuing director education programs and our company reimburses directors for the expenses of this participation. During 2013, our Audit Committee held several Audit Committee continuing education sessions that focused on key financial processes, general audit topics and certain company-specific matters. All new directors also participate in our director orientation program in their first six months as a director.

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CORPORATE GOVERNANCE

Political Contributions and Legislative Lobbying

We are committed to participation in the political process through our political action committee (PAC) program in a manner that is consistent with sound corporate governance practices and in compliance with legal requirements. We do not make corporate contributions to candidates for public office. In appropriate circumstances, we may make contributions to state or local ballot measures, non-candidate organizations and presidential inaugural committees to the extent permitted by applicable law.

We encourage informed participation in governmental, regulatory and elective processes and we respect the rights of our employees to support issues and candidates of their choosing. In accordance with our Code of Conduct and applicable law, our employees may elect to make personal political contributions either directly or through our PAC program. As permitted by federal law, we underwrite the costs of administering our PAC program but we are prohibited from directly contributing to the PACs. The PAC program is funded through our employees’ voluntary personal contributions, which are reported to relevant federal, state and local campaign finance agencies as required by law. We also belong to a number of trade associations representing the interests of both the financial services industry and the broader business community. A representative sampling of our significant memberships and affiliations is included in our annual Corporate Social Responsibility Report, available on our website at http://about.bankofamerica.com. More information regarding our policy on political contributions and activities can be found under the Corporate Governance section of our website under the heading “PAC & Related Activities” at http://investor.bankofamerica.com.

Communications with Our Board

Stockholders and other parties may communicate with our Board, any director (including our Chairman of the Board), non-management members of our Board as a group or any committee. Communications should be addressed to: Attention: Corporate Secretary, Bank of America Corporation, Hearst Tower, 214 North Tryon Street, NC1-027-20-05, Charlotte, North Carolina 28255. Depending on the nature of the communication, the correspondence either will be forwarded to the director(s) named or the matter will be presented periodically to our Board. The Corporate Secretary may determine not to forward or report items that are not from stockholders or are unrelated to a director’s duties and responsibilities as a Board member. For further information, refer to the “Contact the Board of Directors” section on our website at http://investor.bankofamerica.com.

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Related Person and Certain Other Transactions

Our written 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.

Under our Related Person Transaction Policy, our 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 arm’s-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 Conduct 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 loans and brokerage, banking, insurance and investment advisory or asset management 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 our company and did not involve more than the normal risk of collectability.

Our company and Mr. Moynihan are parties to an aircraft time-sharing agreement, as disclosed in prior proxy statements and approved by our Corporate Governance Committee in December 2010.

Based on information contained in a Schedule 13G filed with the SEC, BlackRock, Inc. (BlackRock), through certain of its subsidiaries, believed it beneficially owned 5% or more of the outstanding shares of Bank of America common stock as of December 31, 2013 (see “Stock Ownership of Directors, Executive Officers and Certain Beneficial Owners” on page 19).

Before BlackRock became a beneficial owner of 5% or more of our outstanding common stock, it entered into a global distribution agreement on September 29, 2006 with our former subsidiary, Merrill Lynch & Co., Inc. (which merged into Bank of America Corporation on October 1, 2013) in connection with its purchase of Merrill’s investment management business. The agreement provides a framework under which our company distributes BlackRock’s investment advisory products and includes certain pricing, sales incentive restriction and product availability provisions that offer economic terms to each party that are at least as favorable as those offered to its competitors. It was negotiated at arm’s length and was amended and restated on July 16, 2008 and again on November 15, 2010. The agreement’s initial term expired on January 1, 2014, was renewed pursuant to its terms for one additional three-year term and may be renewed thereafter for such annual or other periods as the parties may agree. In accordance with our Related Person Transactions Policy, the agreement, as amended and restated, was reviewed and ratified by our Corporate Governance Committee in March 2013.

During 2013, payment from BlackRock to our company relating to our distribution and servicing of products covered by the global distribution agreement was approximately $201.6 million and payment from our company to BlackRock for certain products pursuant to the agreement was approximately $1.2 million.

In addition, during 2013, our subsidiaries provided ordinary course financial advisory, sales and trading, treasury and other financial or administrative services to BlackRock, its affiliates and its clients. These transactions were entered into on an arm’s-length basis and contain customary terms and conditions. We and our subsidiaries may also, in the ordinary course, invest in BlackRock funds or other products or buy or sell assets to or from BlackRock funds and separate accounts.

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Stock Ownership of Directors, Executive Officers and Certain Beneficial Owners

Our voting securities are our common stock, Series B Preferred Stock and Series 1-5 Preferred Stock. The following table shows the number of shares of our common stock beneficially owned as of March 12, 2014 by (i) each director, (ii) each named executive officer, (iii) all directors and executive officers as a group and (iv) beneficial owners of more than 5% of any class of our voting securities (as determined under SEC rules). As of that date, none of our directors and executive officers owned any shares of any class of our voting securities, other than as reported in the table below. Each director, each named executive officer and all directors and executive officers as a group beneficially owned less than 1% of our outstanding common stock. Unless otherwise noted, all shares of our common stock are subject to the sole voting and investment power of the directors and executive officers.

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STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and anyone holding 10% or more of a registered class of our equity securities (reporting persons) to file reports with the SEC showing their holdings of, and transactions in, these securities. Based solely on a review of copies of such reports, and written representations from each reporting person that no other reports are required, we believe that during 2013 all reporting persons filed the required reports on a timely basis under Section 16(a).

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Director Compensation

Our director compensation program is designed to appropriately compensate our non-management directors 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:

The annual payments are made after the non-management directors are elected by stockholders. Non-management directors who begin their Board or committee chair service other than at the annual meeting of stockholders receive a pro-rated amount of annual compensation.

The annual restricted stock award is made pursuant to the Bank of America Corporation Directors’ Stock Plan. The number of restricted shares awarded is equal to the dollar value of the award divided by the closing price of our common stock on the NYSE on the grant date, rounded down to the next whole share, with cash paid for any fractional share. Dividends are paid on the award when they are paid on shares of our common stock. The award is subject to a one-year vesting requirement. 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 may elect to defer all or a portion of their annual restricted stock or cash compensation through the Bank of America Corporation Director Deferral Plan. When directors elect to defer their restricted stock award, their “stock account” is credited with a number of whole and fractional “stock units” that are equal in value to the restricted stock award and subject to the one-year vesting requirement applicable to restricted stock awards under the Directors’ Stock Plan. Each stock unit is equal in value to a share of our common stock but because it is not an actual share of our common stock, it does not have any voting rights. When directors elect to defer their cash award or any committee chair retainers, they may choose to defer into either a stock account or a “cash account.” Deferrals into a stock account are credited with dividend equivalents in the form of additional stock units and deferrals into the cash account are credited with interest at a long-term bond rate. Following retirement from our Board, a non-management director may, at such director’s prior election, receive the stock account balance (to the extent vested) and cash account balance in a single lump sum cash payment or in five or 10 annual cash installments.

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DIRECTOR COMPENSATION

During 2013, Mr. Moynihan was our sole management director. As a management director, he received no compensation for his services as a director. The following table shows the compensation our non-management directors earned for their services in 2013:

2013 Director Compensation