Bank of America Corp.’s board of directors adopted a proxy access amendment to its corporate bylaws, allowing shareholders to nominate some members to the board, said an 8-K statement filed Friday with the Securities and Exchange Commission.
“We had numerous discussions with a range of shareholders,” including three large public pension plans, Lawrence Grayson, a company spokesman, said in an interview. He didn’t provide details.
One of the public pension plans is the $163.4 billion New York City Retirement Systems. It was joined by the $296.6 billion California Public Employees’ Retirement System, Sacramento, and the $185.5 billion California State Teachers’ Retirement System, West Sacramento, in negotiating with Bank of America.
According to the Bank of America 8-K filing, “a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years shares of the corporation representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors” can nominate directors representing as much as 20% of the company’s directors.
Unlike other proxy access efforts by the New York City pension system, City Comptroller Scott Stringer didn’t file a proxy access challenge with Bank of America, Eric Sumberg, a spokesman for the comptroller, said in an interview. Mr. Stringer is the fiduciary for the five pension funds that comprise the New York City pension system.
Mr. Sumberg didn’t provide details of the discussions between Bank of America, the three pension funds and other unnamed investors about proxy access.
In November, Mr. Stringer filed proxy access petitions with 75 companies, covering an assortment of issues such as executive compensation or the lack of diversity on boards.
“By swiftly enacting meaningful proxy access, the Bank of America board has demonstrated its commitment to accountability and responsiveness to shareowners,” Mr. Stringer said in a news release issued Friday by his office.
“Bank of America joins a growing list of companies doing the right thing on proxy access,” Anne Simpson, director of global governance at CalPERS, said in the release issued by Mr. Stringer.
“We applaud Bank of America for setting an example for others to follow,” Anne Sheehan, CalSTRS’ director of corporate governance, said in the same release.
