Bank of America Corp. shareholders Wednesday approved the election of all nominees for director, its executive compensation and rehiring of its auditing firm, while rejecting all shareholder proposals, upending voting decisions of some major pension funds.
The $183.3 billion California State Teachers' Retirement System, West Sacramento, voted against the election of five independent nominees to the company's board: Sharon L. Allen, Susan S. Bies, Arnold W. Donald, Lionel L. Nowell III, and R. David Yost. All are members of the board's audit committee, except Mr. Donald.
The $289.1 billion California Public Employees' Retirement System, Sacramento, opposed Ms. Bies “due to risk oversight concerns” and Mr. Donald for overcommitments as an executive of a publicly traded company and service on more than two corporate boards.
The $86.1 billion North Carolina Retirement Systems, Raleigh, voted against Ms. Allen and Ms. Bies.
The C$201.5 billion ($184.9 billion) Canada Pension Plan Investment Board, Toronto, and the $178.6 billion Florida State Board of Administration, Tallahassee, voted in support of all nominees.
CalPERS, CalSTRS, the North Carolina pension fund and the $1 billion American Federation of State, County & Municipal Employees Pension Plan, Washington, voted against the ratification of PricewaterhouseCoopers as the company's auditing firm, while CPPIB and FSBA supported it. In objecting, CalPERS said the firm has been the company's auditor since 1958, including its tenure “over the period of the recent accounting errors.”
A proposal sponsored by the AFSCME pension plan, calling for disclosure of lobbying payments and activity, was supported by all of the pension funds.
All of the pension funds opposed a shareholder proposal calling for proxy access for shareholders to nominate directors using corporate proxy materials. CalPERS, which said it normally supports proxy access, opposed the proposal because of its uncertainty regarding stock ownership thresholds.
The AFSCME plan was the only one of the pension funds to oppose the compensation packages for Brian T. Moynihan, president and CEO, and other top executives in say-on-pay voting.
CalSTRS and the North Carolina pension fund were the only pension funds to vote against a proposal calling for disclosure of Bank of America's exposure to climate-change risk from its investment, lending and other financing activities.
A shareholder proposal calling for cumulative voting was supported by CalPERS, FSBA and AFSCME, while opposed by CalSTRS, CPPIB and the North Carolina pension fund.
The pension funds' votes and statements are from their proxy-voting disclosures.
The voting results were provided in a Bank of America statement. Lawrence Grayson, Bank of America spokesman, said voting tallies weren't immediately available.
