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Bank of America Corporation (BAC) DEF 14A Filings

BAC NYSE

Here are the DEF 14A proxy statements from Bank of America Corporation (BAC) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow BAC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BAC filings page.

Rhea-AI Summary

Bank of America is asking shareholders to vote at its virtual 2026 annual meeting on May 4, 2026, on electing 12 directors, approving executive pay on an advisory basis, ratifying the 2026 auditor, and considering two shareholder proposals. Shareholders of record on March 13, 2026 may vote online, by phone, by mail, or during the meeting.

The proxy highlights the bank’s Responsible Growth strategy and reports 2025 revenue of $113.1B, up 7% versus 2024, net income of $30.5B, up 13%, and diluted EPS of $3.81, up 19%. Loans reached $1.19T and deposits $2.02T as of December 31, 2025. The common equity tier 1 capital ratio was 11.4%, above the 10.0% regulatory minimum, and net charge-offs were 0.50% of loans and leases.

The Board emphasizes strong governance, noting that 92% of nominees are independent and all key committees are fully independent. It details active risk oversight, including an Enterprise Risk Committee focused on the Risk Framework and Risk Appetite Statement, and regular cybersecurity briefings. The Compensation and Human Capital Committee underscores a pay-for-performance philosophy tied to financial and non-financial results, risk management, and long-term shareholder value.

For 2025, the Board set CEO Brian Moynihan’s total compensation at $41.0 million, with 3.7% in base salary and 96.3% in equity-based incentives. Half of his variable pay is performance restricted stock units that vest based on three-year averages of return on assets (tax-normalized) and growth in adjusted tangible book value, with higher performance standards and a 150% maximum payout for exceptional results. The rest is split between cash-settled and time-based restricted stock units, and 50% of his net after-tax shares from equity awards must be held until one year after retirement.

The proxy also describes extensive shareholder engagement in 2025, including outreach to 74 shareholders representing about 67% of institutionally held shares and 52 meetings covering roughly 45%. Investors expressed support for the Board’s leadership structure, director succession planning, and executive pay design. A longstanding program will direct a $1 charitable donation per voting account, shared among Cohen Veterans Network, The Global FoodBanking Network, and Soldiers’ Angels.