Bank of America's shareholders cast far fewer votes than a year earlier for a key director who helped combine the titles of chairman and chief executive, allowing Brian Moynihan to hold both posts while sparking anger among investors.
Thomas May, who heads B of A's corporate governance committee, was re-elected with 67% of the vote, down from 98% a year earlier, the Charlotte, N.C., company's disclosed in a regulatory filing Thursday. May remains a director since he needed only a simple majority vote to keep his post.
Two proxy advisory services Institutional Shareholder Services and Glass, Lewis & Co. had recommended that May be ousted for giving the chairman's title to Moynihan without a shareholder vote. Investors had previously voted to separate the two roles in 2009, when they stripped former CEO Kenneth Lewis of the chairman position following the financial crisis.
B of A, the nation's second-biggest bank by assets, will let shareholders vote on the rule change no later than next year's annual meeting, though it likely will happen much sooner.
Jack Bovender, Bank of America's lead independent director, said Wednesday at the companys annual meeting in Charlotte that a shareholder vote would he held "as soon as feasibly possible."
Shareholders also voted their disapproval for three other directors who are members of the corporate governance committee. Sharon Allen, the former chairwoman of Deloitte, got 72% of votes cast. Frank Bramble, a former vice chairman of credit card firm MBNA Corp., and Lionel Nowell, a former Pepsico treasurer, each received 71% of votes cast, the filing disclosed.
A shareholder proposal to break up the company by forcing divestiture of noncore assets was soundly defeated, garnering just 4% of votes cast.
A proposal to permit written consent by shareholders to authorize action on issues the board is not in favor of won 36% of votes cast. The "written consent" proposal received 40% support in 2011 and has caught on among shareholders at large firms such as Allstate and Sprint.
A proposal that would have required Bank of America produce a report on climate change won just 9% support. A proposal to have the company disclose lobbying expenses was withdrawn earlier this week by its backer, the American Federation of State, County and Municipal Employees, a company spokesman said.