Moynihan faces BofA vote that may strip him of chairman role

NEW YORK – Bank of America Corp. shareholders will get the chance to vote on whether the lender’s board should have allowed CEO Brian Moynihan to add the chairman title last year.

Bank of America will “promptly implement” a plan to find an independent chairman if a majority of investors oppose the decision that gave Moynihan both of the top jobs, the Charlotte, N.C.-based firm said Friday in a regulatory filing. Shareholders as of Aug. 10 will be allowed to participate in the special meeting, said the bank, which didn’t specify a date for the event.

Corporate governance at the second-largest U.S. lender is getting renewed attention following last week’s announcement that Chief Financial Officer Bruce Thompson was leaving. The unexpected departure fueled concern that power struggles that once shaped a previous generation of senior management are again rearing their head.

“They have a lot of credibility riding on this,” said Jonathan Finger, whose Houston-based investment firm owns 900,000 Bank of America shares. While he intends to vote to split the CEO and chairman roles, “the odds are long that Moynihan loses his chairman title. The fact that they’re holding this meeting will probably mollify a lot of people.”

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‘Candor’ appreciated

In October, the bank’s directors amended bylaws approved in a 2009 vote that required an independent chairman. After proxy advisers including Institutional Shareholder Services recommended that four directors be ousted for overruling the earlier referendum, the bank committed in May to holding a vote on the chairman rule change. The four directors were all re-elected.

“We appreciate the candor with which you have shared your insights and perspectives with us” and recommend shareholders vote for the proposal to ratify the previous change, the firm’s directors said in the filing.

Moynihan’s predecessor, former CEO Kenneth Lewis, was stripped of his chairman title during the 2009 annual meeting by shareholders incensed over his handling of the Merrill Lynch & Co. takeover. The resolution to split the jobs of CEO and chairman won by a vote of just over 50 percent, and Lewis resigned later that year, paving the way for Moynihan’s promotion.

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