Bank of America shareholders will get the chance to vote on whether the lender's board should have allowed Chief Executive Officer Brian Moynihan to add the chairman title last year.
Bank of America will "promptly implement" a plan to find an independent chairman if a majority of investors oppose the decision that gave Moynihan both of the top jobs, the Charlotte, North Carolina-based firm said Friday in a regulatory filing. Shareholders as of Aug. 10 will be allowed to participate in the special meeting, the bank said, without specifying a date for the event.
Corporate governance at the second-largest U.S. lender is getting renewed attention following last week's announcement that Chief Financial Officer Bruce Thompson was leaving. The lack of public explanation for his departure fueled concern that power struggles that once shaped a previous generation of senior management are again rearing their head.
In October, the bank's directors amended bylaws approved in a 2009 vote that required an independent chairman. After proxy advisers including Institutional Shareholder Services recommended that four directors be ousted for overruling the earlier referendum, the bank committed in May to holding a vote on the chairman rule change. The four directors were all re- elected.
"We appreciate the candor with which you have shared your insights and perspectives with us" and recommend shareholders vote for the proposal to ratify the previous change, Bank of America directors said in the filing.
Moynihan's predecessor, former CEO Kenneth Lewis, was stripped of his chairman title during the 2009 annual meeting by shareholders incensed over his handling of the Merrill Lynch takeover. The resolution to split the jobs of CEO and chairman won by a vote of just over 50 percent, and Lewis resigned later that year, paving the way for Moynihan's promotion.
