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):

		2014 Annual Meeting Admission Ticket   2014 Annual Meeting of Stockholders   Wednesday, May 7, 2014, 10:00 am (EDT)   Charlotte Marriott City Center 100 West Trade Street Charlotte, North Carolina 28202 (Enter via the Independence Center.)   Upon arrival, please present this admission ticket and valid government-issued photo identification at the registration desk.
				Vote by Internet   • Go to www.investorvote.com/bac   • Or scan the QR code with your smartphone   • Follow the steps outlined on the secure website

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be Held on May 7, 2014

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the Bank of America Corporation 2014 annual meeting of stockholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the information contained in the proxy materials before voting. The proxy statement and 2013 annual report to stockholders are available at:

		Easy Online Access — A Convenient Way to View Proxy Materials and to submit a Proxy to Vote
		When you go online to view materials, you can also vote your shares.
		Step 1:		Go to www.investorvote.com/bac.
		Step 2:		Click on the icon on the right to view current meeting materials.
		Step 3:		Return to the investorvote.com window and follow the instructions on the screen to log in.
		Step 4:		Make your selection as instructed on each screen to select delivery preferences and to submit a proxy to vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

The Bank of America Corporation 2014 Annual Meeting of Stockholders will be held at 10:00 am (EDT) on Wednesday, May 7, 2014, at Charlotte Marriott City Center, 100 West Trade Street, Charlotte, North Carolina 28202. (Enter via the Independence Center.)

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends a vote FOR all nominees and FOR Proposals 2, 3 and 4:

Notice of Proposed Amendment to the Series T Preferred Stock

In accordance with Section 242 of the Delaware General Corporation Law, we hereby provide notice that we are submitting to our stockholders for approval at our 2014 Annual Meeting of Stockholders an amendment (the Amendment) to the certificate of designations (the Certificate of Designations) for our 6% Cumulative Perpetual Preferred Stock, Series T (the Series T Preferred Stock).

In September 2011, we issued 50,000 shares of Series T Preferred Stock in a private transaction. The terms of the Series T Preferred Stock are set forth in the Certificate of Designations, which was filed with the Delaware Secretary of State. The material changes to the Series T Preferred Stock pursuant to the Amendment being submitted to stockholders for approval are: (1) dividends will no longer accrue on the shares of Series T Preferred Stock and will be paid only when, as and if declared by our Board of Directors (currently, dividends continue to accrue even if not declared by our Board of Directors); (2) the dividend rate of 6% per annum will be fixed with no possibility of increase (currently, the dividend rate increases to 8% per annum if dividends are not declared and paid when due); and (3) we may redeem the Series T Preferred Stock only after the fifth anniversary of the effective date of the Amendment for 105% of the issuing price (currently, we may redeem the Series T Preferred Stock at any time for 105% of the issuing price).

The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached as Exhibit A to the proxy statement and is incorporated into this summary by reference.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To submit a proxy to vote your shares you must submit your proxy online or by telephone or request a paper copy of the proxy materials to receive a proxy card which can be completed and must be received by the company prior to the annual meeting. If you wish to attend and vote at the meeting, please bring this notice with you.

Information about attending and voting at the Bank of America 2014 Annual Meeting of Stockholders

Attendance at the 2014 Annual Meeting of Stockholders is limited to stockholders or their legal proxies. Valid government-issued photo identification and either an admission ticket, proof of stock ownership or a legal proxy as of March 12, 2014, the record date for the meeting, are required to be admitted to the meeting. Failure to bring the required documentation may delay or prevent you from being admitted to the meeting.

If you wish to vote in person at the 2014 Annual Meeting of Stockholders, you may either bring your proxy card or a legal proxy in your name provided by the record owner of the shares you intend to vote and request a ballot at the meeting.

For more information about attending and voting at the 2014 Annual Meeting of Stockholders, please refer to the proxy statement.