Bank of America's annual-meeting theme should have been "What a difference a year makes."
A year ago, angry shareholders berated then-chief executive Kenneth D. Lewis for a slumping stock price, a slashed dividend and the acceptance of $45 billion in government money. Investors stripped Lewis of his chairmanship, which was quickly transferred to retired college president Walter Massey.
On Wednesday, Lewis' successor as CEO, Brian Moynihan, calmly stood on the stage at the North Carolina Blumenthal Performing Arts Center in downtown Charlotte. The overall tenor of the 2010 meeting was considerably less vitriolic, and a number of speakers used their time to praise B of A for its efforts to help consumers. Most negative feedback came not from upset investors but people who said the company could do more to repair the economy and help struggling borrowers.
Moynihan used his opening remarks to set the tone, saying he was interested in using the time to "engage in dialogue." Several times, he offered to have executives, and even directors, talk with shareholders after the meeting. Kiosks were set up in the lobby to give consumers an outlet to discuss issues with the company.
He highlighted the $2.3 trillion-asset company's efforts to make more loans and modify more mortgages. Moynihan added personal touches, recognizing several staff members, including Melissa Thomas, who is overseeing modifications in California, and Bill Harris, an active-duty employee. Moynihan, reiterating a pledge he has made often since becoming CEO Jan. 1, said he would do all he could to help borrowers.
"Our prospects are inextricably linked to the prospects of the American consumer," Moynihan said. "We are lending and supporting what our customers need to do."
Shareholders ratified all 13 directors and approved a measure to increase the number of authorized shares by 13.3%, to 12.8 billion. Investors also approved a nonbinding proposal, over the company's objections, that should make it easier for shareholders to call special meetings. If the proposal is implemented, a group of shareholders would have to collectively own at least 10% of the company's shares to call for a meeting.
Massey, who retired after the meeting and was succeeded as chairman by former E.I. du Pont de Nemours and Co. CEO Charles Holliday, played a low-key role in the meeting. Executives and attendees — including the Rev. Jesse Jackson — briefly praised Massey for his 17-year tenure on the board and his work as chairman. Massey adjourned the meeting but remained seated most of the time as Moynihan handled the presiding duties and addressed nearly all speakers.
Responding to a question from an investor, Moynihan said that B of A had conducted a full review of its activities involving collateralized debt obligations. "We're comfortable," he said. "We haven't seen anything there that concerns us." (CDO dealings have drawn substantial interest given fraud charges filed against Goldman Sachs Group Inc. by the Securities and Exchange Commission.)
Though B of A has exited the Troubled Asset Relief Program, Moynihan said it is still reluctant to boost its penny dividend until the economy shows resiliency and profitability holds up for several quarters.
Some speakers discussed frustration with having their mortgages modified, and a community activist urged B of A to continue to help the "people falling in the cracks" in current loan modification efforts. But overall, speakers were civil, even when critiquing the company or management.
There was more angst outside the venue, where protestors representing several unions and community groups assembled 30 minutes before the meeting, mostly to urge B of A to cap mortgage interest rates at 6% and to do more to help people struggling to pay their mortgages. The groups were largely gone by the time the meeting began an hour later.