As filed with the Securities and Exchange Commission on May 7, 2014
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 7, 2014
___________________________
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 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 5.03 of this Report is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 7, 2014, Bank of America Corporation (the “Company”) filed a Certificate of Amendment to the Certificate of Designations of the Company's 6% Non-Cumulative Perpetual Preferred Stock, Series T (the "Series T Preferred Stock") with the Secretary of State of the State of Delaware for the purpose of amending the terms of the Series T Preferred Stock (the "Amendment"). At the Company's annual meeting of stockholders held on May 7, 2014, the Amendment was approved by greater than 66 2/3% of the shares of Series T Preferred Stock, voting as a separate class, and a majority of the voting power of the Company's common stock, Series B Preferred Stock and Series 1 to 5 Preferred Stock, voting together as a class. Among others, the terms of the Series T Preferred Stock have been amended so that (1) dividends are non-cumulative and will be paid only when, as and if declared by the Company’s Board of Directors; (2) the dividend rate is fixed at 6%; and (3) the Company may redeem the Series T Preferred Stock only after May 7, 2019. A copy of the Certificate of Amendment filed with the Secretary of State of the State of Delaware is attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company's annual meeting of stockholders was held on May 7, 2014.
(b) The stockholders elected all of the nominees for director; approved the advisory vote on executive compensation; ratified the appointment of PricewaterhouseCoopers LLP as the Company's registered independent public accounting firm for 2014; and approved the Amendment to the terms of the Series T Preferred Stock described in Item 5.03. The stockholders did not approve any of the stockholder proposals, which are listed below. With respect to all matters subject to a vote, holders of the Company's common stock, Series B Preferred Stock and Series 1 to 5 Preferred Stock voted together as a class. In addition, holders of the Company's Series T Preferred Stock voted as a separate class with respect to the Amendment to the terms of the Series T Preferred Stock.
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| 1. Election of Directors: |
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| | Shares For | | Shares Against | | Shares Abstain | | Broker Non-Votes |
| Sharon L. Allen | 6,047,489,913 | | | 331,061,265 | | | 33,993,922 | | | 2,163,272,350 | |
| Susan S. Bies | 6,005,697,821 | | | 372,473,515 | | | 34,374,588 | | | 2,163,272,350 | |
| Jack O. Bovender, Jr. | 6,294,695,798 | | | 83,500,303 | | | 34,350,209 | | | 2,163,272,350 | |
| Frank P. Bramble, Sr. | 6,249,966,813 | | | 127,442,553 | | | 35,137,140 | | | 2,163,272,350 | |
| Pierre J. P. de Weck | 6,314,513,250 | | | 63,013,151 | | | 35,020,105 | | | 2,163,272,350 | |
| Arnold W. Donald | 6,218,329,440 | | | 158,444,069 | | | 35,762,210 | | | 2,163,272,350 | |
| Charles K. Gifford | 6,168,019,676 | | | 210,033,036 | | | 34,489,759 | | | 2,163,272,350 | |
| Charles O. Holliday, Jr. | 6,318,935,166 | | | 58,797,094 | | | 34,824,474 | | | 2,163,272,350 | |
| Linda P. Hudson | 6,326,686,799 | | | 51,174,370 | | | 34,695,560 | | | 2,163,272,350 | |
| Monica C. Lozano | 6,281,141,769 | | | 95,969,118 | | | 35,445,361 | | | 2,163,272,350 | |
| Thomas J. May | 6,251,369,018 | | | 126,144,154 | | | 35,043,562 | | | 2,163,272,350 | |
| Brian T. Moynihan | 6,293,620,577 | | | 86,875,476 | | | 32,058,261 | | | 2,163,272,350 | |
| Lionel L. Nowell, III | 6,282,132,612 | | | 94,780,242 | | | 35,642,810 | | | 2,163,272,350 | |
| Clayton S. Rose | 6,326,318,092 | | | 51,637,456 | | | 34,600,474 | | | 2,163,272,350 | |
| R. David Yost | 6,244,685,306 | | | 132,496,178 | | | 35,375,250 | | | 2,163,272,350 | |
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| 2. Advisory (Non-Binding) Resolution to Approve Executive Compensation (Say On Pay): |
| | |
| For | 5,928,732,063 |
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| Against | 409,431,455 |
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| Abstain | 74,403,464 |
|
| Broker Non-Votes | 2,163,272,350 |
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| 3. Ratification of the Appointment of the Registered Independent Public Accounting Firm for 2014: |
| | |
| For | 7,988,203,915 |
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| Against | 533,586,096 |
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| Abstain | 54,049,315 |
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| 4. Approval of Amendment to the Series T Preferred Stock: |
| | | | | | | | | | | | |
| | Shares For | | Shares Against | | Shares Abstain | | Broker
Non-Votes |
| Common stock, Series B Preferred Stock and Series 1 to 5 Preferred Stock, voting together as a class | 6,242,215,928 | | | 125,773,022 | | | 44,573,326 | | | 2,163,272,350 | |
| Series T Preferred Stock, voting as a separate class | 50,000 | | | — | | | — | | | — | |
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| 5. Stockholder Proposal – Cumulative Voting in Director Elections: |
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| For | 1,510,384,168 |
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| Against | 4,752,597,925 |
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| Abstain | 149,568,735 |
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| Broker Non-Votes | 2,163,272,350 |
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| 6. Stockholder Proposal – Proxy Access: |
| | |
| For | 409,724,512 |
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| Against | 5,857,875,223 |
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| Abstain | 144,956,395 |
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| Broker Non-Votes | 2,163,272,350 |
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| 7. Stockholder Proposal – Climate Change Report: |
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| For | 1,324,217,278 |
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| Against | 4,190,679,398 |
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| Abstain | 897,658,036 |
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| Broker Non-Votes | 2,163,272,350 |
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| 8. Stockholder Proposal – Lobbying Report: |
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| For | 1,771,864,438 |
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| Against | 4,056,082,949 |
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| Abstain | 584,618,383 |
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| Broker Non-Votes | 2,163,272,350 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 3.1 is filed herewith.
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| EXHIBIT NO. | | DESCRIPTION OF EXHIBIT |
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| 3.1 | | Certificate of Amendment to the Certificate of Designations of the Company’s 6% Non-Cumulative Perpetual Preferred Stock, Series T |
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/ Ross E. Jeffries, Jr. | |
| | | Ross E. Jeffries, Jr. | |
| | | Deputy General Counsel and Corporate Secretary |
Dated: May 7, 2014
INDEX TO EXHIBITS
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| EXHIBIT NO. | | DESCRIPTION OF EXHIBIT |
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| 3.1 | | Certificate of Amendment to the Certificate of Designations of the Company’s 6% Non-Cumulative Perpetual Preferred Stock, Series T |
