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BANK OF AMERICA CORP /DE/ - DEF 14A - 20070319 - PROPOSAL_5
The Board strongly believes that the flexibility provided in the Bylaws in terms of the size of its membership is
critical to maintaining a strong and effective board. This flexibility allows the Board to adequately staff its membership with the appropriate expertise and experience, recruit new directors with the desired talent and skills when they become
available, and achieve its diversity goals.
ITEM 5: STOCKHOLDER PROPOSAL
REGARDING INDEPENDENT BOARD CHAIRMAN
We received the following
stockholder proposal from Mr. Nick Rossi, P.O. Box 249, Boonville, Calif. 95415. As of the record date for the Annual Meeting, Mr. Rossi beneficially owned 600 shares of Common Stock.
5- Separate the Roles of CEO and Chairman
RESOLVED: Shareholders request that our Board establish a rule (firmly specified in our charter or bylaws if feasible) of separating the
roles of our CEO and Board Chairman, so that an independent director who has not served as an executive officer of our Company, serve as our Chairman whenever possible.
This proposal gives our company an opportunity to follow SEC Staff Legal Bulletin 14C to cure a Chairman’s non-independence. This
proposal shall not apply to the extent that compliance would necessarily breach any contractual obligations in effect at the time of the 2007 shareholder meeting.
The primary purpose of our Chairman and Board of Directors is to protect shareholders’ interests by providing independent oversight of
management, including our Chief Executive Officer. Separating the roles of CEO and Chairman can promote greater management accountability to shareholders and lead to a more objective evaluation of our CEO.
Stockholder’s Statement Supporting Item 5:
It is important to take one step forward and support this one proposal to improve our
corporate governance since our 2006 governance standards were not impeccable. For instance in 2006 it was reported (and certain concerns are noted):
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The Corporate Library, http://www.thecorporatelibrary.com/ an independent investment research firm rated our company:
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“D” in Corporate Governance.
“High Concern” in Executive Pay – $19 million for CEO pay in a year.
“High Concern” in Accounting.
“High” in Overall Governance Risk Assessment.
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We had no Independent Chairman or Lead Director – Independent oversight concern.
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Cumulative voting was not allowed.
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With 7 active CEOs there were too many CEOs on our board. Active CEOs are often over-committed and may not be optimally independent of management’s views.
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We had 18 directors – Unwieldy board concern and potential CEO dominance.
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Three directors had potentially compromising non-director links to our company – Independence concern.
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Four of our directors had 18 to 24 years tenure each – Independence concern.
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Three directors were designated as “Accelerated Vesting” directors by The Corporate Library due to their involvement with a board that accelerated the
vesting of stock options just prior to implementation of FAS 123R policies in order to avoid recognizing the related expense – which is now required:
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1) Ms. Ward, who also chairs our Audit Committee.
2) Mr. Gifford
3) Mr. Mitchell
47
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Three directors served on boards rated D by the Corporate Library:
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1) Ms. Ward
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Equifax (EFX)
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D-rated
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2) Mr. Gifford
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CBS (CBS)
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D-rated
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3) Mr. Ryan
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CVS(CVS)
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D-rated
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The above status shows there is room
for improvement and reinforces the reason to take one step forward now and vote yes to:
Separate the Roles of CEO and Chairman
Yes on 5
The Board recommends a vote “AGAINST” Item 5 for the following reasons:
The Board has considered this proposal and believes its adoption is
unnecessary and not in the best interests of the Corporation and its shareholders.
Our bylaws and Corporate Governance Guidelines already permit the roles of Chairman and Chief Executive Officer (CEO) to be filled by different individuals. The Board deliberates and decides, each time it selects a CEO, whether the roles
should be combined or separate, based upon our needs at that time. The Board believes that we are currently best served by having Mr. Lewis assume both responsibilities.
The Board strongly believes that the decision of who should serve in these roles, and whether the roles should be combined, is the
responsibility of the Board. The decision should not be dictated by abstract, philosophical considerations that assume all corporations are the same, that are hotly disputed by corporate governance experts and can cause more harm than good.
The Board believes that there is already substantial independent oversight of
management:
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We have a Lead Director.
In April 2006, the Board amended its Corporate Governance Guidelines to provide for an independent Lead Director with clearly
defined leadership authority and responsibilities. The Lead Director chairs meetings of the non-management directors, approves board meeting agendas, has the authority to call meetings of the independent directors and serves as a liaison with our
Chairman and Chief Executive Officer. The Lead Director also provides an important communications link between the other independent directors and our stockholders.
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We have a substantial majority of Independent Directors.
Thirteen out of the seventeen director nominees are independent as defined by the New York Stock
Exchange Listing Standards, the Sarbanes-Oxley Act and our Director Independence Categorical Standards (collectively, the “Independence Standards”). Mr. Tillman is not deemed independent because, while he was the CEO of Lowe’s
Companies, Inc., Mr. Lewis was a member of the Lowe’s Compensation Committee. Mr. Lewis resigned from the Lowe’s Board in 2004. Mr. Bramble is not deemed to be independent because he was an executive officer of MBNA Corporation before we
acquired it. Mr. Gifford is not deemed independent because he is our former Chairman.
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Our key Committees are composed of Independent Directors.
The Audit, Compensation and Corporate Governance Committees are each composed solely of independent
directors. The Asset Quality Committee and Executive Committee are each composed of a majority of independent directors and are chaired by independent directors.
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Non-Management and Independent Directors meet regularly.
At each regularly scheduled Board meeting, the non-management directors meet in an executive session
without the management directors. Non-management director executive sessions are chaired by the Lead Director. If the group of non-management directors includes any directors who are not independent as defined by the Independence Standards, the
independent directors meet in executive session at least annually.
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In summary, the Board opposes this proposal because it eliminates the Board’s ability to exercise its business judgment and select a chairman based on our particular needs at such time and because the Board believes we already receive
substantial oversight from our independent directors.
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PROPOSALS FOR THE 2008 ANNUAL MEETING OF STOCKHOLDERS
If you would like to have a proposal considered for inclusion in the proxy statement for the 2008 Annual Meeting, you must submit your proposal no later than November 19, 2007.
If you wish to submit a proposal for consideration at the 2008 Annual Meeting, but which will not be included in the proxy statement for
such meeting, you must submit your proposal no earlier than November 19, 2007 and no later than January 3, 2008.
You must submit proposals in writing to the attention of the Corporate Secretary at the following address: Bank of America Corporation, Attention: Corporate Secretary,
101 South Tryon Street, NC1-002-29-01, Charlotte, North Carolina 28255.
49
2007 Annual
Meeting Admission Ticket C123456789
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000000000.000000 ext
000000000.000000 ext
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000000000.000000 ext
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1 ADD 2 ADD
3 ADD 4 ADD 5 ADD 6
Electronic Voting Instructions
You can vote by Internet or telephone! Available 24 hours a day, 7 days a week!
Proxies submitted by the Internet or telephone must be received before the Meeting on April 25, 2007. Voting control details are
located on the shaded bar below. Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. Vote by Internet
Log on to the Internet and go to www.investorvote.com/bac
Follow the steps
outlined on the secured website.
Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone.
There is NO CHARGE to you for the call. If you are calling outside the United States and Canada dial 1-781-575-2300.
Follow
the instructions provided by the recorded message. Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas.
Annual Meeting Proxy Card 123456 C0123456789 12345
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A – E ON BOTH SIDES OF THIS CARD.
A Election of Directors — The Board of Directors recommends a vote FOR the election of the following director nominees:
1. Nominees 01 - William Barnet, III 02 - Frank P. Bramble, Sr.
03 - John T. Collins 04 - Gary L. Countryman 05 - Tommy R. Franks 06 - Charles K. Gifford
For Against Abstain
07 - W. Steven Jones 08 - Kenneth D. Lewis 09 - Monica C. Lozano 10 - Walter E. Massey 11 - Thomas J. May 12 -
Patricia E. Mitchell
For Against Abstain
13 - Thomas M. Ryan 14 - O. Temple Sloan, Jr. 15 - Meredith R. Spangler 16 - Robert L. Tillman 17 -
Jackie M. Ward
For Against Abstain
B Management Proposals — The Board of Directors recommends a vote FOR the following proposal:
For Against Abstain +
2. Ratification of the independent registered public
accounting firm for 2007
C Stockholder Proposals — The Board of Directors recommends a vote AGAINST the following
proposals:
For Against Abstain 3. Stockholder Proposal - Stock Options 4. Stockholder Proposal - Number of Directors
5. Stockholder Proposal - Independent Board Chairman
For Against Abstain
C 1234567890 J N T 1 1 U P X 0 1 1 9 5 7 1
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +
<STOCK#> 00NXQJ
2007 Annual
Meeting of Stockholders Admission Ticket
Time: Wednesday, April 25, 2007 10:00 am (local time) Place: Belk Theater of
the North Carolina Blumenthal Performing Arts Center, Charlotte, North Carolina Webcast: Live on the Internet at http://investor.bankofamerica.com Instructions appear on the Internet site one week prior to the meeting. Admission: Valid admission
ticket and picture identification required.
Attention Internet Users!
You can now access your stockholder information on the following secure Internet site: http://www.computershare.com/bac Step 1: Register
(1st time users only) Click the word “Register” at the top, right hand corner of the screen and follow the instructions.
Step 2: Log In (Returning users) Enter your User ID and Password and click the Login button.
Step 3: Select
information
Once you login, your account details will appear. The navigation bar on the left side lists the different pages
which shareholders may inquire, manage and transact on their accounts.
Once you establish a password, you can view your
account details and perform multiple transactions such as:
View account status Request dividend
check replacement View recent account activity Change your dividend election View tax information Sell book-entry shares Print
duplicate tax forms View stock price information Change your address
If you wish to
receive future meeting materials and stockholder communications electronically, please enroll at http://www.computershare.com/bac for secure online access to your proxy materials, statements, tax documents and other stockholder correspondence. If
you are not an Internet user and wish to contact Bank of America, you may use one of the following methods: Call: 1-800-642-9855 Write: Bank of America P.O. Box 43078 Providence, RI 02940-3078
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
Proxy/Voting Instructions
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