Bank of America Shareholders Re-Elect Directors, Back Management as 2 Proposals Fail at AGM

Key Points

• Shareholder vote outcome: All 12 director nominees were re‑elected and all management proposals passed, while two shareholder proposals — for an independent board chair (≈32.6% support) and a report on animal‑welfare risk oversight (≈6.5%) — failed.
• Strong financial results and capital returns: Bank of America reported full‑year 2025 net income of $30.5 billion (up 13%) and EPS of $3.81 (up 19%), returned about $30 billion to shareholders in 2025, and posted Q1 2026 net income of $8.6 billion (up 17%) with average deposits above $2 trillion.
• Heavy tech and AI investment with broad digital reach: The bank said it invests nearly $13 billion annually in technology (with $4 billion on new initiatives in 2025), runs >80 approved generative AI use cases used by ~200,000 employees, serves ~59 million verified digital users and reached 25 million active Zelle users in Q1.

Bank of America NYSE: BAC shareholders elected all 12 director nominees and approved the company’s three management proposals at the bank’s 2026 Annual Meeting of Shareholders, while rejecting two shareholder-submitted measures, according to preliminary results shared during the webcast event.

Board leadership highlights and governance approach

Lead Independent Director Lionel Nowell opened his remarks by thanking shareholders and highlighting what he described as the company’s “consistency, resilience, and discipline.” Nowell said the bank’s performance is grounded in the four tenets of Responsible Growth: “winning in the market, staying customer-focused, operating within our risk framework, and growing sustainably.”

Nowell said the board maintains active oversight across enterprise risk management, human capital management, and long-term strategy, and that it regularly engages with management on topics ranging from shifting market conditions to technology innovation, including artificial intelligence. In his role as lead independent director, Nowell said he conducts “systematic engagements with shareholders and other stakeholders” and encouraged investors to review the annual report and proxy statement for more information.

Shareholder proposals: independent chair and animal welfare risk oversight

Two shareholder proposals were presented during the meeting.

Paul Chesser of the National Legal and Policy Center presented a proposal requesting that the bank adopt a policy requiring the roles of board chair and CEO to be held by separate individuals, with the chair required to be an independent director. Chesser argued that combining the roles means the CEO is “in effect, supervising himself,” and said that about 60% of S&P 500 companies separate the positions. He also cited comparative performance metrics and said compensation for Chairman and CEO Brian Moynihan was “approximately $40 million for 2025,” arguing that rising pay alongside lagging relative performance supports the case for an independent chair.

Brianna Harrington of Harrington Investments presented a proposal requesting a report on board oversight of risks related to animal welfare. Harrington said shareholders should understand how the bank oversees animal welfare-related risks, describing potential reputational and financial risks, public health concerns such as zoonotic disease and antimicrobial resistance, and environmental degradation linked to industrial agriculture.

Question on agricultural financing and ESG screens

During the Q&A limited to voting items, Head of Investor Relations Lee McEntire read a question submitted by shareholder Melanie Colette of the Committee for a Constructive Tomorrow related to the animal welfare proposal and whether agricultural borrowers are evaluated using criteria beyond standard credit and financial metrics.

Moynihan said the bank evaluates credit proposals based on the business and associated risk and makes decisions based on underlying cash flow. “If people are operating in lawful businesses, we look at their proposals and make a decision,” he said, adding that Bank of America is a major lender to agricultural companies and will continue to be.

CEO update: 2025 results, first-quarter 2026 performance, and investments

Following the close of voting, Moynihan highlighted what he characterized as strong performance in 2025 and the first quarter of 2026, citing both financial results and continued investment in the franchise.

• Full-year 2025: Moynihan said Bank of America earned $30.5 billion in net income, up 13% from the prior year, with diluted earnings per share of $3.81, up 19%. Revenue totaled $113 billion, with net interest income up 7% and non-interest income up 6%.
• Operating leverage: He said revenue growth outpaced expense growth, resulting in 2.5% operating leverage for 2025, supported by digitization and operational excellence initiatives.
• Balance sheet trends: Average deposits increased 3% to $1.98 trillion and average loan and lease balances rose 7% to $1.14 trillion, according to Moynihan.
• Returns and stock performance: Moynihan reported return on average tangible common equity of 14.2% for 2025 and said the company’s stock rose 25% during the year, compared with an 16.4% increase for the S&P 500.
• Capital returns: He said the company returned about $30 billion to shareholders in 2025 through dividends and share repurchases, more than 40% higher than 2024, including a dividend increase to $0.28 per share in September.
• First quarter 2026: Moynihan said net income was $8.6 billion, up 17% year-over-year, with EPS up 25%, return on tangible common equity of 16%, and $9.3 billion returned to shareholders. He said average deposits were over $2 trillion and loans and leases rose 9% year-over-year.

Moynihan also emphasized technology spending, stating the bank invests nearly $13 billion annually in technology and spent $4 billion in 2025 on new technology initiatives. He highlighted artificial intelligence efforts including the “Erica” virtual assistant launched in 2018, saying it supports more than 20 million clients and has handled more than 3 billion interactions. He also said the company has more than 80 approved generative AI use cases and that nearly 200,000 teammates use AI tools.

In discussing digital engagement, Moynihan said Bank of America serves about 59 million verified digital users and reached 25 million active Zelle users in the first quarter, with 460 million quarterly transactions totaling $147 billion.

Preliminary vote results

Corporate Secretary Ross Jeffries reported the preliminary voting results provided by the inspector of election:

• All 12 director nominees were elected.
• All management proposals passed, including the advisory say-on-pay vote and the ratification of PricewaterhouseCoopers as the independent registered public accounting firm for 2026.
• The shareholder proposal requesting an independent board chair did not pass, receiving about 32.6% support.
• The shareholder proposal requesting a report on board oversight of animal welfare-related risks did not pass, receiving about 6.5% support.

Jeffries said final results will be filed with the Securities and Exchange Commission on a Form 8-K within four business days.

About Bank of America NYSE: BAC

Bank of America Corporation is a multinational financial services company headquartered in Charlotte, North Carolina. It provides a broad array of banking, investment, asset management and related financial and risk management products and services to individual consumers, small- and middle-market businesses, large corporations, governments and institutional investors. The firm operates through consumer banking, global wealth and investment management, global banking and markets businesses, offering capabilities across lending, deposits, payments, advisory and capital markets.

Its consumer-facing offerings include checking and savings accounts, mortgages, home equity lending, auto loans, credit cards and small business banking, supported by a nationwide branch network and digital channels.

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