Bank of America Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) (Inactive) from a 8-K on 06/28/2024
SEC Document
SEC Filing

The Board of Directors (the “Board”) of Bank of America Corporation (the “Corporation”) periodically reviews the Board’s and Corporation’s governance documents, including the Corporation’s Bylaws, as amended and restated on December 13, 2022 (the “Bylaws”). On June 26, 2024, the Board approved and adopted amendments to the Bylaws, which were effective as of the date approved by the Board.

• Clarification that the Board is responsible for making a determination to hold a stockholders’ meeting remotely as provided by the Delaware General Corporation Law (Article III. Stockholders, Section 3. Place of Meeting);

• Clarification of the affirmative votes needed to approve matters requiring other than majority support (Article III. Stockholders, Section 9. Voting of Shares);

• Revision to provisions describing how a presiding chair of a stockholders’ meeting would be selected in the absence of the Chair of the Board (Article III. Stockholders, Section 11. Conduct of Meetings);

• Revisions to certain procedural and disclosure requirements for stockholders proposing business or director nominations for consideration at the Corporation’s annual or special meetings of stockholders, including to:

◦ clarify the types of additional information the Corporation may request about proposed nominees; and

◦ clarify the Board’s responsibility for determining whether director nominations or business proposed to be brought before the meeting under Article III, Section 12 of the Bylaws were properly made (Article III. Stockholders, Section 12. Notice of Stockholder Business and Nominations, Subsections (c) and (g));

• Revisions to the procedural and disclosure requirements for stockholders submitting director nominations for inclusion in the Corporation’s proxy materials, including to clarify the scope of requests for additional information related to proxy access nominees and remove a tendered resignation provision related to proxy access nominees (Article IV. Board of Directors, Section 9. Inclusion of Director Nominations by Stockholders in the Corporation’s Proxy Materials, Subsections (i) and (k)); and

• Removal of certain references regarding the nature of Board determinations (Article III. Stockholders, Section 2. Special Meetings, Subsection (a); Article IV. Board of Directors, Section 9. Inclusion of Director Nominations by Stockholders in the Corporation’s Proxy Materials, Subsection (f)).