About one-third of voting Bank of America Corp. shareholders
cast their ballots against board member Thomas May, a sign that
some investors are growing unhappy with oversight and governance at
the country's second-largest bank by assets.
The bank on Thursday announced that 67% of shareholders had
voted for Mr. May, who runs the board's corporate-governance
committee, which was instrumental in elevating CEO Brian Moynihan
to the chairman job last year.
That was a marked change from a year ago, when Mr. May received
support of 98%. The average approval rating for a director at an
S&P 500 company is around 97%, according to Institutional
Shareholder Services, which advises big investors on how to vote. A
Bank of America spokesman declined to comment.
It wasn't all bad for the Charlotte, N.C., lender; some feared
the vote totals could be even lower after ISS and another
influential proxy advisory firm recommended shareholders vote
against Mr. May because of the way the board handled Mr. Moynihan's
promotion last year. Also, a closely watched shareholder proposal
for the bank to consider splitting itself into two pieces--a
consumer bank and an investment bank--gained only 4.1% support from
shareholders.
The scrutiny of Mr. May followed the board's decision last year
to give Mr. Moynihan the chairman job in addition to his role as
CEO, even though shareholders in 2009 had voted that the two jobs
should be separate.
The bank has pointed out that the 2009 shareholder mandate was
passed when the bank was in crisis mode, and under a different
CEO.
On Monday it also made a concession to shareholders by saying
that they will be allowed to vote on the board's decision at some
point in the next year. The bank hasn't given details on what the
vote would ask, and some shareholder groups have pointed out that
it would have been better if they had been allowed to vote before
the board took action.
Mr. May, 68, is chairman and CEO of Eversource Energy, formerly
known as Northeast Utilities. He is considered a close ally of Mr.
Moynihan. Both joined Bank of America in 2004 when it bought
FleetBoston Financial Corp., where Mr. May was on the board and Mr.
Moynihan was an executive. A spokeswoman for Eversource Energy
deferred a request for comment to Bank of America.
Mr. Moynihan received 94% support, compared with nearly 99%
support last year.
ISS and Glass Lewis, another firm that advises shareholders how
to vote, had both recommended voting against Mr. May. ISS also
recommended voting against the three other members of the corporate
governance committee: Sharon Allen, Frank Bramble and Lionel
Nowell.
Ms. Allen, former chairwoman of Deloitte, got 72% support, down
from 95% support last year.
Mr. Bramble, a former vice chairman of credit-card company MBNA
Corp., also got 72% support, down from 98% support last year.
Mr. Nowell, the former treasurer of PepsiCo Inc., also got 72%
support, down from 98.5% support last year.
Board members need only a simple majority to stay on the board,
so there is no indication that Mr. May will leave.
Two of J.P. Morgan Chase & Co.'s board members stepped down
in 2013 after both drew less than 60% support at the annual
meeting, though another board member who drew less than 60% support
at that same meeting stayed on the board.
It is rare for a director to get less than majority support:
Last year, only six directors at S&P 500 companies didn't get
majority support, according to ISS.
Last year, all of Bank of America's directors got at least 94%
approval, and most got more than 98%.
Write to Christina Rexrode at christina.rexrode@wsj.com
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