UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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Securities Exchange Act of 1934

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Bank of America Corporation

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September 2015 Board Leadership and Corporate Governance Practices

We Are Holding This Vote in Response to Investor Feedback 2 • The Board believes the flexibility afforded by the current bylaws continues to assure independent oversight by the Board and is in the best interests of Bank of America and its shareholders • Through engagement with shareholders, the Board heard a clear desire for shareholders to have a vote on the bylaw amendment, and the Board has called a Special Meeting for September 22 to promptly follow through on its commitment to shareholders • The amended bylaws provide the same flexibility that 97 percent of the S&P 500 companies 1 already have in determining their leadership structure • Bank of America’s current structure includes a newly established Lead Independent Director role, with authority, duties and responsibilities that extend beyond industry practice and exceed industry norms. In addition, the Board continues to adopt corporate governance enhancements through engagement with shareholders and in direct response to feedback • The Board recognizes and respects that investor views on the appropriate board leadership structure vary, which is why the Board committed to putting the matter to a vote and acting in accordance with the vote outcome ___________________ Note:  This presentation may also include quotations from or citations to third-parties; permission was neither sought nor obtained for use of such quotes or references. 1 Source: Spencer Stuart Board Index, November 2014. The Board recommends that shareholders vote FOR the bylaw amendment

• Product-focused company • Range of non-core activities • Legacy mortgage issues • High expense base • Bloated balance sheet  • Capital challenges • Challenging operating and economic environment • Reorganized around eight client- focused lines of business • Simplified corporate structure – eliminated >1,000 legal entities • Divested / exited $73B of non-core businesses and assets • Achieved $8B in annualized cost savings through New BAC • Distributed $~10 of capital through common share repurchases and dividends • Customer-focused company • Growing in our core businesses • Addressed significant legacy issues • Reduced expenses and enhancing culture of efficiency • Strengthened balance sheet and financial foundation • Returning capital • Improving economic environment • Of 31 sell-side analysts covering BAC, 25 rate the company a “Buy,” five rate it a “Hold” and one rates  it a “Sell” 1 Our Progress Where We Are Today Where We Started (2010) 3 Since 2010 We Have Undergone a Strategic Transformation ____________________ 1 As of September 9, 2015. 2 Business Insider, Jonathan Marino, “Warren Buffett just gave the CEO of Bank of America a vote of confidence at a critical time,” September 2, 2015. 3 CNBC, September 8, 2015. http://video.cnbc.com/gallery/?video=3000418189&play=1 On September 2, one of our largest investors, Warren Buffett, was quoted on his views regarding Bank of America’s progress and transformation, indicating that he is: “100% in support of Mr. Moynihan and believes he is doing an outstanding job for Bank of America shareholders.  When [Mr. Moynihan] took over as CEO, he was handed one of the toughest jobs in the history of American banking.” 2 CLICK HERE: Warren Buffett Speaks in Favor of Bylaw Amendment 3

$256 $55 4Q09 2Q15 4 ____________________ 1 4Q09 reflects 12/31/09 information adjusted to include the 1/1/10 adoption of FAS 166/167 as reported in our SEC filings, which represent non-GAAP financial measures. On a GAAP basis, long-term debt was $439B, total assets were $2,230B and quarterly net charge-offs were $8.4B in 4Q09. See reconciliations to GAAP financial measures on pages  13-16. 2 Tangible common equity ratio represents a non-GAAP financial measure.  On a GAAP basis, the common equity ratio was 8.7% and 10.7% at 4Q09 and 2Q15. See reconciliations to GAAP financial measures on pages 13-16. 3 Value at Risk (VaR) model uses historical simulation approach based on three years of historical data and an expected shortfall methodology equivalent to a 99% confidence level. 5.0% 7.6% 4Q09 2Q15 $2,324 $2,149 4Q09 2Q15 $11.3 $1.1 4Q09 2Q15 $992 $1,150 $523 $243 4Q09 2Q15 Deposits Long-term debt $214 $484 4Q09 2Q15 Strengthened Capital Tangible Common Equity Ratio 1, 2 Improved Credit Quality Quarterly Net Charge-offs ($B) 1 Reduced Balance Sheet Total Assets ($B) 1 Average VaR ($MM) 3 Enhanced Funding Structure Deposits and LT Debt ($B) Built Record Liquidity Global Excess Liquidity Sources ($B) Today We Are a Leaner, Stronger and Simpler Company 1

$90.1 $92.3 $90.2 $86.4 $69.3 $77.4 $82.3 $82.1 2011 2012 2013 2014 Revenue excluding net DVA/FVA and market-related NII adjustments Less net charge-offs (excl. net DVA/FVA and market-related NII adjustments) Focused on Improving Shareholder Returns Shift to a More Sustainable Revenue Stream Revenue (FTE, $B) $77.1 $72.1 $69.2 $75.1 $71.5 $66.8 $63.1 $58.7 2011 2012 2013 2014 Grew TBV While Absorbing Significant Legacy Costs Tangible Book Value per Share Share Price Performance $11.31 $12.98 $12.95 $13.36 $13.79 $14.43 2009 2010 2011 2012 2013 2014 3 ___________________ 1 Represents a non-GAAP financial measure. On a GAAP basis, revenue was $93.5B, $83.3B, $88.9B and $84.2B for 2011, 2012, 2013 and 2014, respectively. On a GAAP basis, noninterest expense was $80.3B, $72.1B, $69.2B and $75.1B for 2011, 2012, 2013 and 2014, respectively. On a GAAP basis, book value per share was $21.48, $20.99, $20.09, $20.24, $20.71 and $21.32 for 2009, 2010, 2011, 2012, 2013 and 2014, respectively. See reconciliations to GAAP financial measures on pages  13-16. 2 Includes $1.1B of provision for the Independent Foreclosure Review (IFR) Acceleration Agreement in 4Q12 that we entered into with the Office of the Comptroller of the Currency (OCC) and the Federal Reserve to cease the IFR that had commenced pursuant to a consent order entered into by Bank of America with the Federal Reserve and by BANA with the OCC in 2011 and replace it with an accelerated remediation process. 3 Tangible Book Value per Share (TBVPS) reflects the 12/31/09 information adjusted to include the 1/1/10 adoption of FAS 166/167 as reported in our SEC filings, which represents a non-GAAP financial measure. See reconciliations to GAAP financial measures on pages  13-16. Lowered Expenses  Noninterest Expense, Excl. Goodwill ($B) 13% 0% 13% 30% 11% 11% (27%) 35% 37% 12% (11%) (58%) 109% 34% 15% 2010 2011 2012 2013 2014 S&P 500 US G-SIFI Peer Average BAC 1 1 5 DVA=Debit Valuation Adjustment  FVA=Funding Valuation Adjustment  NII=Net Interest Income Noninterest expense excl. goodwill Noninterest expense excl. goodwill and litigation ² 1 1

____________________ 1 Source: SNL branch data. U.S. deposit market share (retail domestic deposits) based on June 2014 FDIC deposit data, adjusted to remove commercial balances. 2 Source: Keynote, 4Q14 Mobile Banking Scorecard, November 2014. 3 Competitor 1Q15 earnings releases. 4 Source: Dealogic as of March 31, 2015. 5 Source: Institutional Investor 2014. Industry Leading Positions Across Our Businesses  • #1 retail deposit market share in our footprint • #1 in mobile banking with 17.6MM mobile users • #3 in U.S. credit card balances • #1 Home Equity Lender • #1 wealth management market position across client assets, deposits, loans, and net income before taxes • Top tier middle market advisor with #2 ranking in US/Canada • #2 in 2014 Global Investment Banking fees 4 • #1 leading global research firm for 4 consecutive years 5 6 Top Tier Ranked Businesses in Every Segment in Which We Compete We Serve Three Groups of Customers Through Eight Lines of Business People. Institutions. Companies. Retail Preferred & Small Business Merrill Lynch U.S. Trust Business Banking Commercial Banking Global Corporate & Investment Banking Global Markets 1 3 3 3 2

7 • In October 2014, the Board amended our bylaws to provide for Board leadership flexibility. On the same date, the Board named Brian Moynihan Chairman, established the Lead Independent Director position and the independent members elected Jack Bovender to the role  • Jack Bovender represented the Board in our shareholder engagement efforts regarding our Board leadership structure leading up to the 2015 annual meeting • During that engagement, a number of investors voiced the opinion that shareholders should be given the opportunity to vote on the bylaw change. In May 2015, Jack Bovender and Brian Moynihan sent a letter to shareholders on the Board’s behalf and committed to holding a shareholder vote to ratify the bylaw amendment no later than the 2016 annual meeting • Jack Bovender and members of management subsequently re-engaged our significant shareholders to gather additional feedback on our Board leadership structure and potential timing of the ratification vote The Board has committed to act in accordance with the shareholders’ voting decision and to continue to engage with shareholders Shareholder Engagement Has Informed This Special Meeting Vote

Since 2009, the Board has implemented considerable changes in its recruiting and selection process to enhance the Board’s experiential diversity and independence to align with its transformation As part of the nomination process, director candidates are reviewed by Bank of America’s primary bank regulators Of the 13 directors, seven have international experience, nine have CEO experience (including two who  previously served as CEOs of financial institutions), nine have served on another U.S. public company board in the last five years, two are African- American and four are women, one of whom is Hispanic Board composition features a substantial majority of independent directors • 11 of 13 members are independent • Seven of those 11 independent members joined the Board in the last three years • A substantial majority of independent members have had leadership roles at a financial institution or have experience in a highly regulated industry The Board is refreshed on a regular basis.  Average Board tenure at 5 years is below the 8.4 year market average 1 Lead Independent Director role with responsibilities beyond industry norms Regular Board assessment of optimal leadership structure Independent and non-management directors meet in executive session at each regularly scheduled Board meeting • 14 executive sessions have occurred over the past 11 months • Lead Independent Director presides at each meeting • Lead Independent Director has authority to call an executive session of independent directors at any time 8 Bank of America’s Board has undergone a significant transformation in the past five years and has implemented practices that enhance independent oversight of management Strong Board Independence Enhanced Board Recruitment Active Independent Oversight Practices Independent Oversight through Current Leadership Structure ___________________ 1 Source: Spencer Stuart Board Index, November 2014.

9 The Corporate Governance Committee regularly assesses the needs of the Board and the company to recruit directors who meet increasing regulatory requirements, and have the right skills and experiences to oversee our businesses and strategy Directors Contribute Valuable Range of Expertise, Diversity and Perspectives to the Boardroom Five of our Board members (including Mr. Moynihan), or 39%, have served as senior executives at financial institutions Four directors, or 31% have served as senior executives at banks Our three closest peer companies average 4.7 directors, or 36%, who have served as senior executives of financial institutions, and 2.0 directors, or 16%, who have served as senior executives of banks Directors with experience in regulated industries other than financial services have managed businesses subject to governmental oversight, bringing insight that complements our directors who have specific experience in banking or financial services, and enhance the diversity of the Board Board Composition Provides Balance of Skill Sets, Including Financial Expertise and Other Experience Relevant to Our Business Gender Diversity ___________________ 1 Source: Based on review of public SEC filings. 8 New independent directors elected since 2009 Fresh Perspectives 7 New independent directors elected in the last 3 years Independent 85% Director Independence Insider 15% • Audit/Financial Reporting • Risk Management • Strategic Planning • Operational Risk • Consumer Banking • Regulated Business Expertise • Corporate Governance • Cybersecurity Risk • Business Development • Financial Services Industry Experience • International Perspective • Social Responsibility and Diversity Female 31% Male 69% 1

Lead Independent Director with Responsibilities Beyond Industry Norms Jack Bovender, Lead Independent Director • Jack’s breadth of knowledge in management, operations, and corporate governance led independent directors to appoint him to this Board leadership role • Former long-time Chairman, CEO and COO of HCA Inc., which operates over 200 hospitals and surgery centers throughout the United States and England, with 169,000 employees; HCA is a complex organization in a highly regulated industry subject to substantial regulatory and government oversight The authority, duties and responsibilities of our Lead Independent Director extend beyond industry practice and expectations and exceed ISS criteria for determining “comprehensive” lead director duties In determining these responsibilities, the Board benchmarked against peers at leading S&P 500 financial services, consumer and industrial companies and the ISS criteria Board Leadership Presides at all meetings when Chairman is not present Calls meetings of independent directors Provides leadership if CEO / Chairman’s role may be in conflict Board Culture Serves as a liaison between CEO and independent directors Establishes relationship with CEO, providing support, advice and feedback Acts as a “sounding board” and advisor to CEO Board Focus Helps ensure Board focuses on key issues facing Bank of America Assists in promoting corporate governance best practices Contributes to annual performance review of CEO and participates in CEO succession planning Board Meetings Plans, reviews and approves Board meeting agendas and schedules in coordination with CEO Advises CEO of Board information needs, and approves information sent to Board Develops discussion topics for Board executive sessions Board Performance & Development Helps ensure efficient and effective Board performance and functioning Consults with Corporate Governance Committee on annual Board self assessment Provides guidance on ongoing director development Consults in identification and evaluation of director candidates, committee members and committee chairs Stockholders & Other Stakeholders Available for consultation and direct communication, to the extent requested by major stockholders Regularly communicates with primary bank regulators to discuss appropriateness of Board’s oversight of management and company 10 ____________________ Note: LID duties highlighted in blue are additional duties beyond ISS criteria.

Enhanced executive compensation governance and transparency Enhanced business and sustainability reporting, including commitment to provide: • Business Standards Report • Political  activities disclosure • Sustainability and greenhouse gas emission disclosure, including a new coal policy Board adopted proxy access right at a 3%/3 year ownership threshold • At time of adoption, Bank of America was one of only 10 US companies to establish proxy access at a 3%/3 year threshold • Demonstrates commitment to constructive engagement with investors and the evolving landscape of shareholder rights Board implemented special meeting right at 10% ownership threshold Majority vote standard for director elections Annual election of directors Annual Board and Committee self-evaluations No supermajority provisions Corporate Governance Committee considers director candidates recommended by shareholders Enhanced executive compensation governance: 94.8% shareholder support for “say on pay” at the 2015 annual meeting Clawback policy Adopted an enhanced shareholder engagement program that includes the active involvement of our Lead Independent Director and other independent directors 11 Efforts to enhance engagement with shareholders and responsiveness to shareholder feedback as reflected by the Board’s adoption of corporate governance changes and enhanced disclosures Adoption of Proxy Access Reporting & Disclosures Shareholder Rights & Director Accountability Enhanced Shareholder Engagement Governance Enhancements Informed by Shareholder Feedback

APPENDIX Reconciliation of Non-GAAP Financial Measures

13 Reconciliation of Non-GAAP Financial Measures $ in millions 4Q09 2Q15 Reconciliation of period-end long-term debt Long-term debt 438,521 $     243,414 $     Adjustment related to 1/1/10 adoption of FAS 166/167 84,356 - Adjusted long-term debt 522,877 $     243,414 $     Reconciliation of period-end assets Assets 2,230,232 $  2,149,034 $  Adjustment related to 1/1/10 adoption of FAS 166/167 100,439 - Adjusted assets 2,330,671 $  2,149,034 $  Reconciliation of net charge-offs Net charge-offs 8,421 $          1,068 $          Adjustment related to 1/1/10 adoption of FAS 166/167 2,926 - Adjusted net charge-offs 11,347 $       1,068 $

14 ____________________ 1 In 2008, the U.S. Treasury created the TARP to invest in certain eligible financial institutions in the form of non-voting, senior preferred stock. We participated in TARP by issuing to the U.S. Treasury non-voting perpetual preferred stock (TARP Preferred Stock) and warrants. In 2009, we received approval to repay the investment. We then repurchased all shares of the TARP Preferred Stock by using excess liquidity and $19.2 billion in proceeds from the sales of 1.3 billion units of Common Equivalent Securities (CES). In 2010, the CES ceased to exist. Reconciliation of Non-GAAP Financial Measures (continued) • Tangible common equity ratio measures and utilizes an adjusted common shareholders’ equity amount which has been reduced by goodwill and intangible assets (excluding MSRs), net of related deferred tax liabilities. The company uses this measure to evaluate the amount and use of equity. $ in millions 4Q09 2Q15 Reconciliation of period-end common shareholders' equity to period-end tangible common shareholders' equity Common shareholders' equity 194,236 $     229,386 $     Common Equivalent Securities 19,244 - Goodwill (86,314) (69,775) Intangible assets (excluding mortgage servicing rights) (12,026) (4,188) Related deferred tax liabilities 3,498 1,813 Adjustment related to 1/1/10 adoption of FAS 166/167 (6,270) - Tangible common shareholders' equity 112,368 $     157,236 $     Reconciliation of period-end assets to period-end tangible assets Assets 2,230,232 $  2,149,034 $  Goodwill (86,314) (69,775) Intangible assets (excluding mortgage servicing rights) (12,026) (4,188) Related deferred tax liabilities 3,498 1,813 Adjustment related to 1/1/10 adoption of FAS 166/167 100,439 - Tangible assets 2,235,829 $  2,076,884 $  Common equity ratio 8.7% 10.7% Tangible common equity ratio 5.0% 7.6% 1

15 $ in millions 2011 2012 2013 2014 Reconciliation of revenue Revenue 93,454 $  83,334 $   88,942 $   84,247 $   FTE adjustment 972           901            859            869            DVA/FVA adjustment (4,320)       7,584         1,158        240            Market-related NII adjustments -            510            (766)          1,081        Revenue excluding net DVA/FVA and market-related NII adjustments (FTE basis) 90,106 $  92,329 $   90,193 $   86,437 $   Net charge-offs (20,833)    (14,908)     (7,897)       (4,383)       Revenue excluding net DVA/FVA, market-related NII adjustments and net charge-offs (FTE basis) 69,273 $  77,421 $   82,296 $   82,054 $   Reconciliation of noninterest expense Noninterest expense 80,274 $  72,093 $   69,214 $   75,117 $   Goodwill (3,184)       -             -             -             Noninterest expense excluding goodwill 77,090 $  72,093 $   69,214 $   75,117 $   Litigation (5,616)       (4,228)       (6,096)       (16,370)     Provision for IFR acceleration -            (1,100)       -             -             Noninterest expense excluding goodwill and litigation 71,474 $  66,765 $   63,118 $   58,747 $   Reconciliation of Non-GAAP Financial Measures (continued) • The company believes managing the business with net interest income on an FTE basis provides a more accurate picture of the interest margin for comparative purposes. We also believe the exclusion of net DVA / FVA and market-related NII adjustments enhances period-to-period comparability. Revenue less net charge-offs (excluding net DVA/FVA and market- related NII adjustments) is a measure the company uses to evaluate the level of risk embedded within the revenue stream. • The company believes the exclusion of goodwill impairment and litigation expense provides additional clarity in assessing the expenses of the company for comparative purposes.

16 ____________________ 1 In 2008, the U.S. Treasury created the TARP to invest in certain eligible financial institutions in the form of non-voting, senior preferred stock. We participated in TARP by issuing to the U.S. Treasury non-voting perpetual preferred stock (TARP Preferred Stock) and warrants. In 2009, we received approval to repay the investment. We then repurchased all shares of the TARP Preferred Stock by using excess liquidity and $19.2 billion in proceeds from the sales of 1.3 billion units of Common Equivalent Securities (CES). In 2010, the CES ceased to exist. Reconciliation of Non-GAAP Financial Measures (continued) • Tangible Book Value per Share utilizes an adjusted common shareholders’ equity amount which has been reduced by goodwill and intangible assets (excluding MSRs), net of related deferred tax liabilities. The company uses this measure to evaluate the amount and use of equity. $ in millions, except per share information; shares in thousands 2009 2010 2011 2012 2013 2014 Reconciliation of period-end common shareholders' equity to period-end tangible common shareholders' equity Common shareholders' equity 194,236 $             211,686 $                211,704 $                218,188 $                219,333 $                224,162 $                Common Equivalent Securities 1 19,244 - - - - - Goodwill (86,314) (73,861) (69,967) (69,976) (69,844) (69,777) Intangible assets (excluding mortgage servicing rights) (12,026) (9,923) (8,021) (6,684) (5,574) (4,612) Related deferred tax liabilities 3,498 3,036 2,702 2,428 2,166 1,960 Adjustment related to 1/1/10 adoption of FAS 166/167 (6,270) - - - - - Tangible common shareholders' equity 112,368 $             130,938 $                136,418 $                143,956 $                146,081 $                151,733 $                Reconciliation of period-end common shares outstanding to period-end tangible common shares outstanding Ending common shares outstanding 8,650,244 10,085,155 10,535,938 10,778,264 10,591,808 10,516,542 Assumed conversion of common equivalent shares 1 1,286,000 - - - - - Tangible common shares outstanding 9,936,244 10,085,155 10,535,938 10,778,264 10,591,808 10,516,542 Book value per share of common stock 21.48 $                  20.99 $                     20.09 $                     20.24 $                     20.71 $                     21.32 $                     Tangible book value per share of common stock 11.31 $                  12.98 $                     12.95 $                     13.36 $                     13.79 $                     14.43 $