BANK OF AMERICA CORPORATION Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) OnApril 25, 2023 ,Bank of America Corporation (the "Corporation") held its 2023 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Corporation's shareholders approved the amendment and restatement of the Bank of America Corporation Equity Plan ("Plan") to, among other things, (i) increase the number of shares available for grant by 75 million; (ii) extend the expiration date of the Plan fromApril 19, 2031 toApril 24, 2033 ; (iii) allow shares withheld to cover tax withholding requirements for awards of restricted stock and restricted stock units to again be available for granting future awards; and (iv) clarify that dividends and dividend equivalents credited with respect to awards cannot become payable unless and until the related award vests. The Plan's terms are otherwise substantially unchanged. A description of the material terms and conditions of the Plan, as amended and restated, appears on pages 85-92 of the Corporation's revised definitive proxy statement for the Annual Meeting filed with theSecurities and Exchange Commission onMarch 8, 2023 . That description, a copy of which is filed as Exhibit 99.1 hereto and is incorporated into this Item 5.02(e) by reference, does not purport to be complete, and is qualified in its entirety by reference to the full text of the amended and restated Plan attached as Exhibit 10.1 to this report and incorporated into this Item 5.02(e) by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) OnApril 25, 2023 , the Corporation held its Annual Meeting. (b) The Corporation's shareholders: elected all of the nominees for director; approved the advisory vote on executive compensation; voted, on an advisory basis, in favor of holding future advisory votes on executive compensation every year; ratified the appointment ofPricewaterhouseCoopers LLP as the Corporation's independent registered public accounting firm for 2023; and approved the amendment and restatement of the Plan. The Corporation's shareholders did not approve the shareholder proposals listed below. With respect to all matters subject to a vote, holders of the Corporation's common stock, Series B Preferred Stock, and Series 1, 2, 4, and 5 Preferred Stock voted together as a class. 1. Electing directors: Broker For Against Abstain Non-Votes Sharon L. Allen 5,664,794,516 123,790,029 17,421,441 930,135,647 José E. Almeida 5,717,700,143 70,017,676 18,288,167 930,135,647 Frank P. Bramble, Sr. 5,426,957,433 360,641,443 18,407,110 930,135,647 Pierre J.P. de Weck 5,666,192,033 120,852,923 18,961,030 930,135,647 Arnold W. Donald 5,652,011,438 135,135,302 18,859,246 930,135,647 Linda P. Hudson 5,615,595,404 172,552,957 17,857,625 930,135,647 Monica C. Lozano 5,417,245,834 370,929,927 17,830,225 930,135,647 Brian T. Moynihan 5,513,347,118 258,237,195 34,421,673 930,135,647 Lionel L. Nowell III 5,697,697,536 89,020,080 19,288,370 930,135,647 Denise L. Ramos 5,699,513,674 88,239,003 18,253,309 930,135,647 Clayton S. Rose 5,678,028,074 109,668,752 18,309,160 930,135,647 Michael D. White 5,678,160,610 109,527,922 18,317,454 930,135,647 Thomas D. Woods 5,702,612,873 84,938,101 18,455,012 930,135,647 Maria T. Zuber 5,453,284,566 334,811,703 17,909,715 930,135,649 2. Approving the Corporation's executive compensation (an advisory, non-binding "Say on Pay" resolution): For 3,969,374,978 Against 1,776,739,731 Abstain 59,891,277 Broker Non-Votes 930,135,647
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3. A vote on the frequency of future "Say on Pay" resolutions (an advisory, non-binding "Say on Frequency" resolution): Each Year 5,677,571,218 Every 2 Years 14,816,455 Every 3 Years 84,805,307 Abstain 28,813,008 Broker Non-Votes 930,135,645
4. Ratifying the appointment of the Corporation's independent registered public accounting firm for 2023:
For 6,468,655,960 Against 246,766,001 Abstain 20,719,672
5. Amending and restating the Bank of America Corporation Equity Plan:
For 5,472,386,140 Against 307,230,103 Abstain 26,389,743 Broker Non-Votes 930,135,647
6. Shareholder proposal - requesting an independent board chair:
For 1,497,695,632 Against 4,198,834,981 Abstain 109,475,374 Broker Non-Votes 930,135,646 7. Shareholder proposal - requesting shareholder ratification of termination pay: For 442,010,498 Against 5,319,267,654 Abstain 44,727,834 Broker Non-Votes 930,135,647
8. Shareholder proposal - requesting greenhouse gas reduction targets:
For 659,616,493 Against 5,088,422,504 Abstain 57,966,990 Broker Non-Votes 930,135,646
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9. Shareholder proposal - requesting report on transition planning:
For 1,629,306,837 Against 4,095,983,034 Abstain 80,716,115 Broker Non-Votes 930,135,647 10. Shareholder proposal - requesting adoption of policy to cease financing new fossil fuel supplies: For 403,488,698 Against 5,329,248,085 Abstain 73,269,204 Broker Non-Votes 930,135,646
11. Shareholder proposal - requesting a racial equity audit:
For 876,395,673 Against 4,875,358,102 Abstain 54,252,211 Broker Non-Votes 930,135,647 (d) In light of the vote on Proposal 3 and the Corporation's Board of Directors' recommendation that shareholders vote to hold future advisory votes on executive compensation each year, the Corporation will hold such vote each year until the next required vote on the frequency of shareholder votes on the compensation of executives.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibits 10.1 and 99.1 are filed herewith.
EXHIBIT NO. DESCRIPTION OF EXHIBIT 10.1 Bank of America Corporation Equity Plan , as
amended and restated
effective April 25, 2023
99.1 Description of Bank of America Corporation Equity Plan
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