[8-K] BANK OF AMERICA CORP /DE/ Reports Material Event

Rhea-AI Filing Summary

Bank of America Corporation held its 2026 Annual Meeting of Shareholders on May 4, 2026. Shareholders elected all nominated directors, each receiving over 4.98 billion votes in favor, with additional votes recorded against, abstaining, and as broker non-votes.

Investors approved the advisory Say on Pay resolution on executive compensation, with about 5.06 billion votes for and 249.9 million against, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with approximately 5.68 billion votes for. Two shareholder proposals—one seeking an independent board chair and another requesting a report on board oversight of animal welfare risks—did not receive shareholder approval.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say on Pay for votes: 5,057,118,573 votes Say on Pay against votes: 249,905,462 votes Auditor ratification for votes: 5,683,414,422 votes +4 more

7 metrics

Say on Pay for votes 5,057,118,573 votes Advisory executive compensation approval

Say on Pay against votes 249,905,462 votes Advisory executive compensation opposition

Auditor ratification for votes 5,683,414,422 votes Ratification of PwC for 2026

Independent chair proposal for 1,718,928,496 votes Shareholder proposal for independent board chair

Independent chair proposal against 3,561,557,167 votes Shareholder proposal for independent board chair

Animal welfare proposal for 341,464,001 votes Shareholder proposal on animal welfare risk oversight

Animal welfare proposal against 4,941,586,372 votes Shareholder proposal on animal welfare risk oversight

Key Terms

Say on Pay, independent registered public accounting firm, broker non-votes, shareholder proposal, +1 more

5 terms

Say on Pay financial

"Approving the Corporation’s executive compensation (an advisory, non-binding “Say on Pay” resolution)"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Broker Non-Votes | 773,050,845"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

shareholder proposal financial

"Shareholder proposal - requesting independent board chair"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

emerging growth company regulatory

"Emerging growth company |"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

0000070858false00000708582026-05-042026-05-040000070858us-gaap:CommonStockMember2026-05-042026-05-040000070858us-gaap:SeriesEPreferredStockMember2026-05-042026-05-040000070858bac:SeriesGGPreferredStockMember2026-05-042026-05-040000070858bac:SeriesHHPreferredStockMember2026-05-042026-05-040000070858bac:SeriesLPreferredStockMember2026-05-042026-05-040000070858bac:Series1PreferredStockMember2026-05-042026-05-040000070858bac:Series2PreferredStockMember2026-05-042026-05-040000070858bac:Series4PreferredStockMember2026-05-042026-05-040000070858bac:Series5PreferredStockMember2026-05-042026-05-040000070858bac:FloatingRatePreferredHybridIncomeTermSecuritiesMember2026-05-042026-05-040000070858bac:A5.63FixedtoFloatingRatePreferredHybridIncomeTermSecuritiesMember2026-05-042026-05-040000070858bac:IncomeCapitalObligationNotesMember2026-05-042026-05-040000070858bac:SeniorMediumTermNotesSeriesAStepUpCallableNotesMember2026-05-042026-05-040000070858bac:SeriesKKPreferredStockMember2026-05-042026-05-040000070858bac:SeriesLLPreferredStockMember2026-05-042026-05-040000070858bac:SeriesNNPreferredStockMember2026-05-042026-05-040000070858bac:SeriesPPPreferredStockMember2026-05-042026-05-040000070858bac:SeriesQQPreferredStockMember2026-05-042026-05-040000070858bac:DepositarySharesEachRepresentingA11000thInterestInAShareOf4750NonCumulativePreferredStockSeriesSSMember2026-05-042026-05-04

As filed with the Securities and Exchange Commission on May 6, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 4, 2026

BANK OF AMERICA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-6523

56-0906609

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

100 North Tryon Street

Charlotte, North Carolina 28255

(Address of principal executive offices)

(704) 386-5681

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			BAC			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series E			BAC PrE			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 6.000% Non-Cumulative Preferred Stock, Series GG			BAC PrB			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.875% Non-Cumulative Preferred Stock, Series HH			BAC PrK			New York Stock Exchange
7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series L			BAC PrL			New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of			BML PrG			New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 1
Depositary Shares, each representing a 1/1,200th interest in a share of			BML PrH			New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 2
Depositary Shares, each representing a 1/1,200th interest in a share of			BML PrJ			New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 4
Depositary Shares, each representing a 1/1,200th interest in a share of			BML PrL			New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 5
Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIII (and the guarantee related thereto)			BAC/PF			New York Stock Exchange
5.63% Fixed to Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIV (and the guarantee related thereto)			BAC/PG			New York Stock Exchange
Income Capital Obligation Notes initially due December 15, 2066 of Bank of America Corporation			MER PrK			New York Stock Exchange
Senior Medium-Term Notes, Series A, Step Up Callable Notes, due			BAC/31B			New York Stock Exchange
November 28, 2031 of BofA Finance LLC (and the guarantee of the
Registrant with respect thereto)
Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series KK			BAC PrM			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.000% Non-Cumulative Preferred Stock, Series LL			BAC PrN			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.375% Non-Cumulative Preferred Stock, Series NN			BAC PrO			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.125% Non-Cumulative Preferred Stock, Series PP			BAC PrP			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series QQ			BAC PrQ			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.750% Non-Cumulative Preferred Stock, Series SS			BAC PrS			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) On May 4, 2026, Bank of America Corporation (the “Corporation”) held its 2026 Annual Meeting of Shareholders.

(b) The Corporation’s shareholders: elected all of the nominees for director; approved the advisory vote on executive compensation; and ratified the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for 2026. The Corporation’s shareholders did not approve the shareholder proposals listed below. With respect to all matters subject to a vote, holders of the Corporation’s common stock, Series B Preferred Stock, and Series 1, 2, 4, and 5 Preferred Stock voted together as a class.

1. Electing directors:
			For												Against									Abstain									Broker Non-Votes
Sharon L. Allen			5,020,891,583												297,194,500									25,798,856									773,050,845
José E. Almeida			5,273,336,737												56,008,767									14,539,435									773,050,845
Arnold W. Donald			5,099,399,538												218,730,290									25,755,111									773,050,845
Monica C. Lozano			5,020,223,741												298,257,316									25,403,882									773,050,845
Maria N. Martinez			5,276,879,925												52,607,614									14,397,400									773,050,845
Brian T. Moynihan			4,984,886,052												346,177,229									12,821,658									773,050,845
Lionel L. Nowell III			5,155,983,242												173,476,693									14,425,004									773,050,845
Denise L. Ramos			5,262,548,682												66,967,315									14,368,942									773,050,845
Clayton S. Rose			5,264,555,693												64,444,619									14,884,627									773,050,845
Michael D. White			5,043,909,007												270,793,941									29,181,991									773,050,845
Thomas D. Woods			5,208,720,376												108,909,704									26,254,859									773,050,845
Maria T. Zuber			5,252,995,458												65,005,310									25,884,171									773,050,845

2. Approving the Corporation’s executive compensation (an advisory, non-binding “Say on Pay” resolution):
For			5,057,118,573
Against			249,905,462
Abstain			36,860,904
Broker Non-Votes			773,050,845

3. Ratifying the appointment of the Corporation’s independent registered public accounting firm for 2026:
For			5,683,414,422
Against			413,489,451
Abstain			20,031,911

4. Shareholder proposal - requesting independent board chair:
For			1,718,928,496
Against			3,561,557,167
Abstain			63,399,276
Broker Non-Votes			773,050,845

5. Shareholder proposal - requesting report on board oversight of risks related to animal welfare:
For			341,464,001
Against			4,941,586,372
Abstain			60,834,566
Broker Non-Votes			773,050,845

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BANK OF AMERICA CORPORATION
			By:			/s/ Ross E. Jeffries, Jr.
						Ross E. Jeffries, Jr.
						Deputy General Counsel and Corporate Secretary

Dated: May 6, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 6.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 23.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 50.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 25.1 KB