Bank of America — Proxy Access
RESOLVED: The shareholders of Bank of America ask the board of directors to amend the bylaws to adopt a “proxy access” procedure whereby Bank of America shall include in any proxy materials prepared for a shareholder meeting at which directors are to be elected, the name, the Disclosure and the Statement (defined herein) of any person nominated for election to the board of directors by a shareholder or group thereof (“Nominator”) that meets the criteria appearing below, and Bank of America shall allow shareholders to vote on such nominee on Bank of America’s proxy card. The number of shareholder-nominated candidates in proxy materials shall not exceed one-quarter of the number of directors then serving. This bylaw should provide that a Nominator must:
(a) have beneficially owned 3% or more of Bank of America’s outstanding common stock continuously for at least three years before submitting the nomination;
(b) give Bank of America written notice within the time period identified in Bank of America’s bylaws of information required by the bylaws and rules of the Securities and Exchange Commission about (i) the nominee, including his or her consent to being named in the proxy materials and to serving, if elected; and (ii) the Nominator, including proof of ownership of the required shares (the “Disclosure”); and
(c) certify that (i) it will assume liability stemming from any legal violation arising out of its communications with (company) shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws if it uses soliciting material other than Bank of America’s proxy materials; and (iii) to the best of its knowledge, the required shares were acquired in the ordinary course of business and not to change or influence control at Bank of Ameri
The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The board shall adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaws and any applicable federal regulations, and the priority to be given to multiple nominations exceeding the one – quarter limit.
The company’s current nomination process is circular with little, if any, accountability to shareholders or representation for our most important institutional constituencies, including teachers and firefighters, retirees, and future college students. None of these interests, separately or collectively, are able to directly nominate a candidate who bears ultimate responsibility and fiduciary obligation for their investments.
The current self-serving process also enables insulation from and lack of accountability to customers, clients, and other stakeholders. Despite years of industry upheaval, in the opinion of the proponent, our Board members are overextended as they collectively sit on 80 different Boards.
Direct shareholder-based nominations will be a first step in aligning Board representation with its stakeholders and the society in which it operates.