B of A Chief Bends to Complaints of Investors, Environmentalists

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Bank of America Chairman and Chief Executive Brian Moynihan has shown a willingness to listen to criticism — and he has had plenty of practice.

Both realities were on display Wednesday at B of A's annual meeting in its hometown of Charlotte, N.C., where he and fellow bank officials tried to defuse controversy about Moynihan's new chairman title; made a major concession to environmentalists; and took hostile questions about stock performance and shareholder returns.

Last year B of A's problem with its capital plan was the cloud in the room; this year it was clearly the board's decision last fall to give Moynihan the additional title of chairman even though company bylaws had required that the jobs be held by separate people.

Jack Bovender, B of A's lead independent director, said that a shareholder vote essentially about whether to separate the CEO and chairman roles would he held "as soon as feasibly possible." The board had stated in a letter to shareholders this week that a vote would occur "no later than" next year's annual meeting.

Moynihan was instrumental in bringing about the change, Bovender said. "It was his suggestion that we put this proposition to the shareholders in as quick a time as we could do so," Bovender said.

The fact that Moynihan is holding the chairman title has not really been the issue, Bovender told investors. Rather, it was the board's fault for not asking shareholders to override a previous shareholder vote in 2009 that required the jobs be separated, Bovender said. Instead the board amended the bank's bylaws and gave Moynihan the chairmanship, too.

"I spent a lot of the last three weeks on the telephone with large shareholders who expressed that they did not like the process," Bovender said. "And it became apparent to me through those conversations that they were right. They deserve the right... to vote yes or no on the ratification of the amendment that changed that whole process."

All of the bank's directors were approved at the meeting including four members of the corporate governance committee. Proxy advisors, including Institutional Shareholder Services and Glass Lewis, had recommended voting against Tom May, the head of the board's corporate governance committee.

Providing somewhat of a distraction from such tense topics was B of A's announcement that it will phase out the financing of coal companies, especially those that predominantly use mountaintop-removal mining practices, while boosting investments in firms that back solar and wind energy.

"We have reduced credit exposure to companies committed to coal mining, and will continue to reduce it," said Andrew Plepler, B of A's global corporate social responsibility and consumer policy executive. He also announced that B of A has raised or invested $39 billion in the transition away from fossil fuels and greenhouse gas emissions.

Environmentalists have spent the past four years pushing for such a change and they said B of A now has the strongest policy of its kind on climate change.

"It's significant," said Amanda Starbuck, climate and energy program director at the Rainforest Action Network. "Brian Moynihan has listened to many stakeholders, and he's looked at the market for global energy and made a smart judgment. B of A has made a bigger commitment than any of the major global banks."

Last week PNC Financial Services Group basked in the admiration of environmentalists at its annual meeting in Pittsburgh, after the bank agreed to pull back from mountaintop-removal coal mining loans.

Moynihan, cool under fire as always at such meetings, faced plenty of comments from shareholders who are disgruntled about B of A's stock price and its slow pace of producing stronger financial results that could lift shares.

Investors questioned Moynihan on these topics as well as breaking up the company and whether female employees are paid the same as male employees.

One shareholder of more than 40 years complained about Moynihan's $1.5 million base salary and $11.5 million in restricted stock.

"I don't think you or [Chief Operating Officer Thomas] Montag or [Vice Chairman David] Darnell are entitled to any bonus above your compensation until your company pays a respectable return to shareholders," the shareholder said.

Moynihan replied, without missing a beat: "We'll continue to push capital back to you; that's my goal, too. I get paid in stock."

When asked about the biggest risks the company faces, Moynihan responded that banks face the risk of continued slow economic recovery.

"This period of low interest rates is difficult for banking," he said. "We've been fighting to hold it. What's been slower to come back is the U.S. economy."

Jason Goldberg, a senior analyst at Barclays, said after the meeting that B of A has made significant progress.

"It takes a long time to turn a big ship," Goldberg said. "They've made progress on expenses and capital, got out of a lot of hobby businesses, and put a lot of the legal issues behind them. They're getting there and it will be a lot easier in a high interest rate environment. You have to walk before you can run, and they're still working on walking, and they probably won't run until interest rates rise."

Meanwhile, three shareholder proposals opposed by management did not pass at the annual meeting. The proposals included requiring the bank produce a climate change report, to disclose lobbying expenses and to develop a plan for divesting all noncore business segments.

A B of A spokesman said the bank will disclose the vote tally of shareholder proposals within the next four days.

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