Bank of America amends bylaws to align with universal proxy rules and DGCL updates

BANK OF AMERICA CORP /DE/

Amendments require stockholders soliciting proxies under universal proxy rules to provide certain info and use non-white proxy cards.
Stockholders calling special meetings must now provide same info as for annual meeting proposals/nominations.
DGCL alignment: updated notice of adjournment and access to stockholder list provisions.
Enhanced disclosure requirements for director nominations, including financial transactions and plans affecting control.
Majority voting standard description simplified; proxy access provisions updated.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

BANK OF AMERICA CORP /DE/: Amended Bylaws to revise procedural and disclosure requirements for stockholder proposals and director nominations, align with universal proxy card rules and DGCL amendments (effective 2022-12-14).

Change: bylaw amendment
Effective: 2022-12-14

Exact text from the filing

On December 14, 2022, the Board approved and adopted amendments to the Bylaws to revise and clarify certain procedural and disclosure requirements for the Corporation’s stockholders proposing business or director nominations for consideration at the Corporation’s annual or special meetings of stockholders, including to provide an orderly process in consideration of the U.S. Securities and Exchange Commission’s recently adopted “universal proxy card” rules, and to reflect recent amendments to the Delaware General Corporation Law (the “DGCL”).

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BANK OF AMERICA CORP /DE/ filing history →

Source: SEC EDGAR

accession 0000070858-22-000147

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