As filed with the Securities and Exchange Commission on May 9, 2012
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):
May 9, 2012
___________________________
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) | (I.R.S. 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of stockholders of Bank of America Corporation (the "Company") was held on May 9, 2012.
(b) The stockholders elected all of the Company's nominees for director; approved the advisory vote on executive compensation; and ratified the appointment of PricewaterhouseCoopers LLP as the Company's registered independent public accounting firm for 2012. The stockholders did not approve any of the stockholder proposals, which are listed below.
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| 1. Election of Directors: |
| | | | | | | | | | | | |
| | Shares For | | Shares Against | | Shares Abstain | | Broker Non-Votes |
| Mukesh D. Ambani | 5,279,078,097 | | | 131,474,588 | | | 31,375,081 | | | 2,817,506,610 | |
| Susan S. Bies | 5,307,946,070 | | | 103,519,792 | | | 30,461,904 | | | 2,817,506,610 | |
| Frank P. Bramble, Sr. | 5,222,646,267 | | | 184,461,775 | | | 34,819,724 | | | 2,817,506,610 | |
| Virgis W. Colbert | 4,289,502,093 | | | 1,116,947,932 | | | 35,477,741 | | | 2,817,506,610 | |
| Charles K. Gifford | 5,206,325,783 | | | 204,204,439 | | | 31,397,544 | | | 2,817,506,610 | |
| Charles O. Holliday, Jr. | 5,286,779,240 | | | 124,385,118 | | | 30,763,408 | | | 2,817,506,610 | |
| Monica C. Lozano | 5,212,253,225 | | | 192,179,402 | | | 37,495,139 | | | 2,817,506,610 | |
| Thomas J. May | 5,219,441,648 | | | 190,991,856 | | | 31,494,262 | | | 2,817,506,610 | |
| Brian T. Moynihan | 5,293,131,390 | | | 117,163,081 | | | 31,633,295 | | | 2,817,506,610 | |
| Donald E. Powell | 5,289,315,926 | | | 121,839,701 | | | 30,772,139 | | | 2,817,506,610 | |
| Charles O. Rossotti | 3,759,510,641 | | | 1,642,793,847 | | | 39,623,278 | | | 2,817,506,610 | |
| Robert W. Scully | 5,137,452,589 | | | 274,021,873 | | | 30,453,304 | | | 2,817,506,610 | |
|
| | |
| 2. Advisory (Non-Binding) "Say on Pay" Vote to Approve Executive Compensation: |
| | |
| For | 4,899,128,765 |
|
| Against | 373,692,216 |
|
| Abstain | 169,106,785 |
|
| Broker Non-Votes | 2,817,506,610 |
|
|
| | |
| 3. Ratification of PricewaterhouseCoopers LLP as registered independent public accounting firm for 2012: |
| | |
| For | 8,071,528,345 |
|
| Against | 134,502,999 |
|
| Abstain | 53,403,032 |
|
| Broker Non-Votes | — |
|
|
| | |
| 4. Stockholder Proposal: Disclosure of Government Employment: |
| | |
| For | 241,987,833 |
|
| Against | 4,896,024,127 |
|
| Abstain | 303,915,806 |
|
| Broker Non-Votes | 2,817,506,610 |
|
|
| | |
| 5. Stockholder Proposal: Grassroots and Other Lobbying: |
| | |
| For | 1,606,666,037 |
|
| Against | 3,558,109,335 |
|
| Abstain | 277,152,394 |
|
| Broker Non-Votes | 2,817,506,610 |
|
|
| | |
| 6. Stockholder Proposal: Executives to Retain Significant Stock: |
| | |
| For | 1,444,766,077 |
|
| Against | 3,872,148,059 |
|
| Abstain | 125,013,630 |
|
| Broker Non-Votes | 2,817,506,610 |
|
|
| | |
| 7. Stockholder Proposal: Mortgage Servicing Operations: |
| | |
| For | 835,999,511 |
|
| Against | 4,468,983,181 |
|
| Abstain | 136,945,074 |
|
| Broker Non-Votes | 2,817,506,610 |
|
|
| | |
| 8. Stockholder Proposal: Prohibition on Political Spending: |
| | |
| For | 247,955,849 |
|
| Against | 4,910,639,988 |
|
| Abstain | 283,331,929 |
|
| Broker Non-Votes | 2,817,506,610 |
|
|
| | |
| 9. Floor Proposal: Freedom of Speech: |
| | |
| For | 122 |
|
| Against | 5,441,927,642 |
|
| Abstain | 2 |
|
| Broker Non-Votes | — |
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | | |
| | BANK OF AMERICA CORPORATION | |
| | By: | /s/ Craig T. Beazer | |
| | | Craig T. Beazer | |
| | | Associate General Counsel | |
| |
Dated May 9, 2012
