North Carolina Retirement Systems, Raleigh, will vote against ratifying the Bank of America Corp. corporate bylaw amendment allowing the financial company’s board of directors discretion to determine its leadership structure on whether to have an independent chairman, said Brad Young, spokesman for the $90 billion pension systems, in an e-mail.
“North Carolina Retirement Systems will vote against ratification of the October 2014 amendments to the company’s bylaws that would permit the board to appoint a non-independent chair,” Melissa Waller, chief of staff and chair of the corporate governance committee, said in a statement.
“It is our firm belief that an independent board is the most effective means of protecting shareholders’ interests and ensuring adequate board oversight of management,” Ms. Waller said.
The pension fund held $152.8 million in Bank of America shares, as of Sept. 11, Mr. Young said.
Bank of America is based in Charlotte.
Lawrence Grayson, Bank of America spokesman, said in an e-mail, “A simpler, straightforward business model is at the heart of the company’s turnaround since the financial crisis, and our strong results in the second quarter demonstrate progress in our responsible growth strategy. Our balance sheet has never been stronger and over the last few years we have returned billions of dollars in excess capital to our shareholders. The board seeks the same flexibility on corporate governance as 97% of the S&P 500, and we respectfully recognize that stockholders have varying views which is why the board committed to holding the vote.”
Bank of America has scheduled its special meeting to vote on the bylaw amendment for Sept. 22.