Florida State Board of Administration, Tallahassee, and the New York City Retirement Systems will vote against ratifying a Bank of America Corp. corporate bylaw amendment allowing its board discretion to determine its leadership structure on an independent chairman.
In addition, the $191.3 billion California State Teachers' Retirement System, West Sacramento, confirmed on Friday its intention announced Sept. 1 to vote against the amendment.
Michael McCauley, senior officer, investment programs and governance at the Florida SBA, which oversees $173.7 billion, said in a statement: “The decision by the (Bank of America) board last fall to unilaterally amend the bylaws recombining the CEO and chairman roles does not appear to be the outcome of any comprehensive investor outreach or engagement effort, and may be viewed as a clear breach of the previous shareowner voting franchise. … SBA staff remains concerned that the recombination of the CEO and chair roles may not be in the best interest of all shareowners."
Scott M. Stringer, New York City comptroller, who oversees the five New York funds with combined assets of $165.5 billion, said in an e-mail: “When the Bank of America board of directors chose to revoke the independent chair bylaw they made a fundamental error, undermining investor confidence and calling into question their commitment to accountability. While the board is now taking steps to demonstrate that they are accountable to shareowners, we think all investors should oppose the proposal in order to strengthen the board's independence.”
CalSTRS voted against ratifying the amendment “because the board's decision to wipe away a binding shareholder resolution was made unilaterally and without consultation with affected shareholders,” Ricardo Duran, CalSTRS spokesman, said in an e-mail.
The FSBA holds 21.7 million Bank of America shares; the combined New York funds, 25.2 million shares; and CalSTRS, 29.1 million shares.
Lawrence Grayson, Bank of America spokesman, said in an e-mail, “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.”
The Bank of America special meeting is Sept. 22.
