Form: 8-K

Current report filing

October 20, 2021

Documents

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As filed with the Securities and Exchange Commission on October 20, 2021
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 20, 2021
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware   1-6523   56-0906609
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
100 North Tryon Street
Charlotte, North Carolina 28255
(Address of principal executive offices)
(704) 386-5681
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share BAC New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series E BAC PrE New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 6.000% Non-Cumulative Preferred Stock, Series GG BAC PrB New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.875% Non-Cumulative Preferred Stock, Series HH BAC PrK New York Stock Exchange
7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series L BAC PrL New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of BML PrG New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 1
Depositary Shares, each representing a 1/1,200th interest in a share of BML PrH New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 2
Depositary Shares, each representing a 1/1,200th interest in a share of BML PrJ New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 4
Depositary Shares, each representing a 1/1,200th interest in a share of BML PrL New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 5
Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIII (and the guarantee related thereto) BAC/PF New York Stock Exchange
5.63% Fixed to Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIV (and the guarantee related thereto) BAC/PG New York Stock Exchange
Income Capital Obligation Notes initially due December 15, 2066 of Bank of America Corporation MER PrK New York Stock Exchange
Senior Medium-Term Notes, Series A, Step Up Callable Notes, due BAC/31B New York Stock Exchange
November 28, 2031 of BofA Finance LLC (and the guarantee of the
Registrant with respect thereto)
Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series KK BAC PrM New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.000% Non-Cumulative Preferred Stock, Series LL BAC PrN
 New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.375% Non-Cumulative Preferred Stock, Series NN BAC PrO New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.125% Non-Cumulative Preferred Stock, Series PP BAC PrP New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 13(a) of the Exchange Act. ☐



ITEM 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) (c) On September 14, 2021, Bank of America Corporation (the "Corporation") filed a Current Report on Form 8-K to disclose the announcement that Paul M. Donofrio will cease to be the Corporation's Chief Financial Officer and Alastair M. Borthwick will become the Corporation’s Chief Financial Officer effective in the fourth quarter of 2021. On October 20, 2021, the Corporation's Board of Directors (the "Board") appointed Mr. Borthwick as the Corporation's Chief Financial Officer, effective as of November 1, 2021. Mr. Donofrio will cease to be the Corporation’s Chief Financial Officer effective as of the same date.

ITEM 8.01.     Other Events.
On October 20, 2021, the Corporation issued a news release (the "News Release") announcing that the Board renewed the Corporation's $25 billion common stock repurchase program previously announced in April 2021. The Board's authorization replaces the previous program. As with the April authorization, the Board also authorized common stock repurchases to offset shares awarded under the Corporation’s equity-based compensation plans.

A copy of the News Release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
EXHIBIT NO.
DESCRIPTION OF EXHIBIT
104
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BANK OF AMERICA CORPORATION
By: /s/ Ross E. Jeffries, Jr.
  Ross E. Jeffries, Jr.
  Deputy General Counsel and Corporate Secretary

Dated: October 20, 2021