Bank of America (BAC) Proxy filing summary

Executive summary

• Achieved net income of $30.5B in 2025, with 19% EPS growth and revenue surpassing $110B, reflecting strong organic growth across all business segments.

• Balance sheet remained robust with $2.0T in deposits and $1.2T in loans, maintaining capital and liquidity well above regulatory requirements.

• Board composition and leadership structure support active, independent oversight, with 12 nominees bringing diverse expertise.

• Shareholder proposals for the 2026 Annual Meeting seek changes to governance or business practices, but the Board recommends voting against them, citing prior shareholder rejections.

Voting matters and shareholder proposals

• Board recommends voting FOR all management proposals: election of directors, say-on-pay, and ratification of PwC as auditor.

• Two shareholder proposals—requiring an independent board chair and a report on animal welfare risk oversight—are recommended AGAINST by the Board, citing effective current practices and prior shareholder rejection.

• Several shareholder proposals were withdrawn after engagement with proponents.

Board of directors and corporate governance

• Board nominees possess expertise in audit, financial reporting, risk management, technology, and sustainability.

• Lead Independent Director has robust, formalized duties, including regular executive sessions, CEO meetings, and shareholder engagement.

• Board leadership structure is flexible and regularly reviewed, with strong shareholder support for maintaining this flexibility.