As filed with the Securities and Exchange Commission on March 5, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bank of America Corporation
(Exact name of registrant as specified in its charter)
| Delaware | Bank of America Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 |
56-0906609 | ||
| (State or other jurisdiction of incorporation or organization) |
(Address of principal executive offices, including zip code) | (I.R.S. Employer Identification No.) |
Bank of America Corporation Equity Plan
(previously named the Bank of America Corporation Key Employee Equity Plan
and prior thereto the Bank of America Corporation 2003 Key Associate Stock Plan)
(Full title of the plan)
ROSS E. JEFFRIES, JR.
Deputy General Counsel and Corporate Secretary
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(704) 386-5681
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
RICHARD W. VIOLA
McGuireWoods LLP
201 North Tryon Street
Charlotte, North Carolina 28202
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 is being filed by Bank of America Corporation (the “Corporation”) to register 35,300,000 shares (the “Shares”) of the Corporation’s common stock to be offered and sold under the Bank of America Corporation Equity Plan (previously named the Bank of America Corporation Key Employee Equity Plan, and prior thereto the Bank of America Key Associate Stock Plan) (the “Plan”). The Shares were subject to awards under the Plan that have been canceled, terminated, expired or lapsed, or settled in cash or withheld to satisfy tax withholding requirements, and, as such, the Shares are available for future awards under the Plan in accordance with its terms. These Shares are in addition to the shares previously registered on the Corporation’s Registration Statements on Form S-8 with respect to the Plan filed with the Securities and Exchange Commission on December 20, 2002 (Registration No. 333-102043), December 21, 2004 (Registration No. 333-121513), April 26, 2006 (Registration No. 333-133566), February 3, 2009 (Registration Statement No. 333-157085), June 25, 2010 (Registration No. 333-167797), May 26, 2015 (Registration No. 333-204453), April 29, 2019 (Registration No. 333-231107), December 22, 2020 (Registration No. 333-251608), May 11, 2021 (Registration No. 333-256008) and May 1, 2023 (Registration No. 333-271554) (collectively, the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Corporation hereby incorporates by reference herein the contents of the Prior Registration Statements and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
The following exhibits are filed with or incorporated by reference in this Registration Statement.
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on this 5th day of March, 2024.
| BANK OF AMERICA CORPORATION | ||
| By: | /s/ Ross E. Jeffries, Jr. | |
| Ross E. Jeffries, Jr. | ||
| Deputy General Counsel and Corporate Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * Brian T. Moynihan |
Chief Executive Officer, President, Chair and Director (Principal Executive Officer) |
March 5, 2024 | ||
| * Alastair M. Borthwick |
Chief Financial Officer (Principal Financial Officer) |
March 5, 2024 | ||
| * Rudolf A. Bless |
Chief Accounting Officer (Principal Accounting Officer) |
March 5, 2024 | ||
| * Sharon L. Allen |
Director | March 5, 2024 | ||
| * José E. Almeida |
Director | March 5, 2024 | ||
| * Pierre J.P. de Weck |
Director | March 5, 2024 | ||
| * Arnold W. Donald |
Director | March 5, 2024 | ||
| * Linda P. Hudson |
Director | March 5, 2024 | ||
| * Monica C. Lozano |
Director | March 5, 2024 | ||
| * Lionel L. Nowell III |
Director | March 5, 2024 | ||
| Signature |
Title |
Date | ||
| * Denise L. Ramos |
Director |
March 5, 2024 | ||
| * Clayton S. Rose |
Director |
March 5, 2024 | ||
| * Michael D. White |
Director | March 5, 2024 | ||
| * Thomas D. Woods |
Director |
March 5, 2024 | ||
| * Maria T. Zuber |
Director |
March 5, 2024 | ||
| *By: | /s/ Ross E. Jeffries, Jr. | |
| Ross E. Jeffries, Jr. | ||
| Attorney-in-Fact |