bryan-moynihan 750xx1200-675-0-62 twoBank of America to let shareholders vote on whether Moynihan should be both CEO and chairman


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Bank of America Corp. (NYSE:BAC) has decided to give shareholders a say in whether Brian Moynihan should have both the CEO and chairman titles.

In 2009, BofA shareholders voted to have different people in the CEO and chairman roles. The vote resulted in then-CEO Ken Lewis being ousted from the chairmanship role. He resigned as CEO later that year.

Five years later, the bank’s board overruled shareholders and gave CEO Brian Moynihan the chairman title. The board defended its decision by saying the shareholders’ earlier vote was made in a “different era” and noting that other big banks have the same person serving as both chairman and CEO.

After facing criticism from shareholders, the Charlotte-based bank said in May it would give shareholders a chance to vote on the board’s decision to give Moynihan both roles. Now a recent filing with the Securities and Exchange Commission confirms that BofA will hold a vote to “ratify the board’s power to select a leadership structure that it sees fit,” The Wall Street Journal reported.

The board’s lead independent director, Jack Bovender, and Moynihan said in a letter to shareholders this week that a number of stockholders have complained about the 2014 decision that made Moynihan the chairman as well as CEO. The decision irritated a few influential shareholders, including the California State Teachers’ Retirement System, the second-largest pension fund in the U.S. by assets, according to the WSJ.

“We appreciate the candor with which stockholders have shared their insights, both in support of the decision and in expressing reservations about the process,” Bovender and Moynihan wrote.

The bank has not yet set a date for the vote.

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