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Home » In The News » BofA Allows Some Investors to Nominate Directors

BofA Allows Some Investors to Nominate Directors


Bank of America Corp. on Friday said it would allow certain investors to nominate members for the bank's board of directors.

To nominate members to the board, shareholders must own at least 3% of bank shares for at least three years. Up to 20 investors will be allowed to pool their holdings to reach that threshold.

Bank of America's change on the issue follows other companies' moves this year to embrace "proxy access," named because it is meant to give shareholders more access to who is on the board. Citigroup Inc. recently decided to support a similar shareholder proposal, though its strategy differs slightly from Bank of America's. While Bank of America changed its bylaws, Citigroup is supporting a shareholder amendment that investors can vote on at the annual meeting, which means that measure could still fail.

Activist investor John Harrington of Harrington Investments in Napa, Calif., had filed similar proxy-access proposals at Bank of America for the past two years and they gained little support, and Mr. Harrington had filed a similar proposal for this year's ballot. But a range of shareholders this year called the bank to express support for such an amendment.

The disclosure provides another window into what shareholders can expect to vote on at the company's annual meeting this spring. The Securities and Exchange Commission disclosed this week that it would allow the bank's shareholders to vote on a proposal asking for a report on whether the bank should sell off more of its units.

Earlier this year, the Interfaith Center on Corporate Responsibility agreed to drop a proposal that would have let shareholders vote on whether the jobs of chairman and CEO should be separated. After talking with board members, the Interfaith Center agreed to drop its proposal in exchange for the bank's promise to issue a report on its business principles. Some shareholders had criticized the board for giving the chairman job last year to CEO Brian Moynihan, because shareholders in 2009 had voted that the jobs should be separate.