Bank of America (BAC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 4, 2026, with voting open to shareholders of record as of March 13, 2026.

• Updates will be provided on Responsible Growth, 2025 performance, and future positioning.

• For every shareholder account that votes, a $1 charitable donation will be made to three nonprofits supporting food security and veterans.

Voting matters and shareholder proposals

• Shareholders will vote on electing 12 directors, approving executive compensation (Say on Pay), ratifying the independent auditor, and two shareholder proposals.

• The Board recommends voting FOR all director nominees, executive compensation, and auditor ratification, and AGAINST both shareholder proposals (independent board chair and animal welfare risk oversight report).

• Shareholder proposals have been previously rejected and the Board maintains that current practices provide robust oversight.

Board of directors and corporate governance

• The Board consists of 12 nominees with diverse backgrounds and expertise in finance, technology, risk, and public policy.

• 92% of directors are independent; the Board regularly reviews its composition, leadership structure, and succession planning.

• The Lead Independent Director has robust, well-defined duties and plays a central role in governance and shareholder engagement.

• Board committees include Audit, Compensation and Human Capital, Corporate Governance, and Enterprise Risk, all chaired by independent directors.

• Annual self-evaluations and director education are emphasized to enhance effectiveness.