BofA Shareholders Reject Splitting CEO/Chair Jobs

Apr 26, 2017

Credit Jennifer Lang / WFAE

Bank of America shareholders on Wednesday rejected a series of stockholder proposals, including one that would have required the jobs of chairman and CEO to be separate. During the company's annual meeting uptown, shareholders also easily elected the company's 14 nominees to the board.

The idea of separating the chairman and CEO jobs came from major shareholder advisory firms. They wanted to reverse a policy adopted at a special 2015 meeting, which allowed BofA chief Brian Moynihan to hold both titles.  

In BofA’s annual proxy statement filed with the SEC, the company had urged a “no” vote. The filing said:

“There is no conclusive evidence demonstrating that an independent Chairman ensures superior governance or performance, and Board flexibility to determine the optimal leadership structure is the norm at other large companies.”

Still, about 33 percent voted in favor of the idea. That was a relatively large vote against the company's recommendation, but not enough to adopt the change.

Other proposals that failed would have required the company to report on any gender pay gap, withhold compensation from executives to cover fines and penalties, and study potential sales of “non-core” assets. The gender-pay proposal got 15 percent of the vote cast.


April 26, 2017, Bank of America press release with preliminary results of annual meeting votes, at

Bank of America's annual proxy statement, with details on items to be voted on at the annual meeting (PDF)