Letter from our Chairman and Chief Executive Officer
Letter from our Lead Independent Director
Notice of 2019 Annual Meeting of Stockholders
Proxy Statement Summary
Proposal 1: Electing Directors
Corporate Governance
Stockholder Engagement
Responsible Growth
Related Person and Certain Other Transactions
Stock Ownership of Directors, Executive Officers, and Certain Beneficial Owners
Section 16(A) Beneficial Ownership Reporting Compliance
Director Compensation
Proposal 2: Approving Our Executive Compensation (an Advisory, Non-binding "Say on Pay" Resolution)
Compensation Discussion
and Analysis
Compensation and Benefits Committee Report
Executive Compensation
CEO Pay Ratio
Proposal 3: Ratifying the Appointment of Our Independent Registered Public Accounting Firm for 2019
Audit Committee Report
Proposal 4: Amending the Bank of America Corporation Key Employee Equity Plan
Proposals 5-7: Stockholder Proposals
Voting and Other Information
Appendix A: Reconciliation of GAAP and Non-GAAP Financial Measures
Appendix B: Bank of America Corporation Key Employee Equity Plan
2019 Meeting Highlights
DAY
April 24, 2019
TIME
10:00 a.m., ET
PLACE
Hilton Charlotte Center City
222 East Third Street
Charlotte, North Carolina
VOTING MATTERS AND BOARD RECOMMENDATIONS
| PROPOSAL | DESCRIPTION | BOARD VOTE RECOMMENDATION |
|---|---|---|
| 1 | Electing Directors |  |
| 2 | Approving Our Executive Compensation (an Advisory, Non-Binding "Say on Pay" Resolution) | |
| 3 | Ratifying the Appointment of Our Independent Registered Public Accounting Firm for 2019 | |
| 4 | Amending the Bank of America Corporation Key Employee Equity Plan | |
| 5-7 | Stockholder Proposals |  |
Board of Directors
Hear from Our Board
Board Members
Our Board Represents a Diverse Range of Qualifications and Skills
Provide Independent
Oversight
15/16 are independent
Represent a range of tenures,
with an average of 6.6 years:
Calculated by full years of completed service based on date of initial election as of our annual meeting date.
Are people of color and/or gender diverse:
Strategic Planning. For oversight of management’s development and implementation of strategic priorities
Audit/Financial Reporting. For oversight of our company’s audit function and preparation of financial statements
Environmental, Social, and Governance. For insight into how these principles define how we deliver Responsible Growth
Human Capital Management and Succession Planning. For insight into our focus on talent development and our commitment to being a great place to work
Financial Services Experience. For insight into key issues affecting our company
Consumer, Corporate, and Investment Businesses. For experience across our business and its development
Government, Public Policy, and Regulatory Affairs. For insight into the key role of regulatory issues and government affairs in our business
Public Company Board Service and Corporate Governance. For knowledge of public company governance issues and policies to enhance our Board practices
Risk Management. For oversight of management in its comprehensive and rigorous approach to risk management
Experience in Complex, Highly Regulated Businesses. For a deep understanding of the many factors involved in operating our business
Cybersecurity, Technology, and Information Security. For oversight of management’s efforts to maintain our customers’ trust and protect the security of their information
Global Perspective. For insight into the many factors involved in overseeing management of our company’s global footprint
Bank of America will make a $1 charitable donation to the American Red Cross on behalf of every stockholder account that votes.
As we conclude two consecutive years of record-breaking and devastating disasters that left communities shattered, the American Red Cross was there to provide food, shelter, relief supplies, emotional support, and long-term recovery planning to help communities devastated by six major back-to-back hurricanes in the U.S. and certain U.S. territories, the most destructive wildfires in California history, six tragic shootings across the U.S., and more than 73,000 households affected by a home fire. As part of the world’s largest humanitarian network, the American Red Cross also provided humanitarian aid to more than 18 countries, including financial support, lifesaving supplies, and trained disaster responders.
Bank of America and our employees have donated more than $4.5 million to the American Red Cross in support of its disaster relief efforts over the last five years.
By voting, you can join our efforts in support of the American Red Cross.
The American Red Cross name, emblems and copyrighted materials are used with its permission and are not an endorsement of Bank of America and its goods and services.