Bank Of America Corporation; Rule 14a-8 No-action Letter
December 21, 2017Ronald O. MuellerDirect: 1 202.955.8671Fax: 1 202.530.9569RMueller@gibsondunn.comClient: 04081-00170VIA E-MAILOffice of Chief CounselDivision of Corporation FinanceSecurities and Exchange Commission100 F Street, NEWashington, DC 20549Re:Bank of America CorporationStockholder Proposal of John CheveddenExchange Act of 1934—Rule 14a-8Ladies and Gentlemen:This letter is to inform you that our client, Bank of America Corporation (the “Company”), intendsto omit from its proxy statement and form of proxy for its 2018 Annual Meeting of Stockholders(collectively, the “2018 Proxy Materials”) a stockholder proposal (the “Proposal”) and statements insupport thereof received from John Chevedden (the “Proponent”).Pursuant to Rule 14a-8(j), we have: filed this letter with the Securities and Exchange Commission (the “Commission”)no later than eighty (80) calendar days before the Company intends to file itsdefinitive 2018 Proxy Materials with the Commission; and concurrently sent copies of this correspondence to the Proponent.Rule 14a-8(k) and Staff Legal Bulletin No. 14D (Nov. 7, 2008) (“SLB 14D”) provide thatstockholder proponents are required to send companies a copy of any correspondence that theproponents elect to submit to the Commission or the staff of the Division of Corporation Finance(the “Staff”). Accordingly, we are taking this opportunity to inform the Proponent that if theProponent elects to submit additional correspondence to the Commission or the Staff with respect tothis Proposal, a copy of that correspondence should be furnished concurrently to the undersigned onbehalf of the Company pursuant to Rule 14a-8(k) and SLB 14D.
Office of Chief CounselDivision of Corporation FinanceDecember 21, 2017Page 2THE PROPOSALThe Proposal states:Resolved, Shareowners ask our board to take the steps necessary (unilaterallyif possible) to amend our bylaws and each appropriate governing document togive holders in the aggregate of 10% of our outstanding common stock thepower to call a special shareowner meeting (or the closest percentage to 10%according to state law). In other words this proposal asks for adoption of themost shareholder-friendly version of the shareholder right to call a specialmeeting as permitted by state law. This proposal does not impact our board’scurrent power to call a special meeting.A copy of the Proposal, as well as related correspondence from the Proponent, is attached to thisletter as Exhibit A.BASIS FOR EXCLUSIONWe hereby respectfully request that the Staff concur in our view that the Proposal properly may beexcluded from the 2018 Proxy Materials pursuant to Rule 14a-8(i)(10) because the Board ofDirectors of the Company (the “Board”) amended the Company’s Bylaws (the “Bylaws”) on July28, 2010 in a manner that substantially implements the Proposal. A copy of the Bylaws is attachedas Exhibit B and is available 0007085815000026/bac-exhibit31032015.htm. TheStaff previously concurred that the Company had substantially implemented a similar proposal. SeeBank of America Corp. (avail. Dec. 15, 2010).ANALYSISThe Proposal May Be Excluded Under Rule 14a-8(i)(10) As Substantially Implemented.A.Rule 14a-8(i)(10) BackgroundRule 14a-8(i)(10) permits a company to exclude a stockholder proposal from its proxy materials ifthe company has substantially implemented the proposal. The Commission stated in 1976 that thepredecessor to Rule 14a-8(i)(10) was “designed to avoid the possibility of shareholders having toconsider matters which already have been favorably acted upon by the management.” ExchangeAct Release No. 12598 (July 7, 1976). Originally, the Staff narrowly interpreted this predecessorrule and granted no-action relief only when proposals were “‘fully’ effected” by the company. SeeExchange Act Release No. 19135 (Oct. 14, 1982). By 1983, the Commission recognized that the“previous formalistic application of [the predecessor rule] defeated its purpose” because proponents
Office of Chief CounselDivision of Corporation FinanceDecember 21, 2017Page 3were successfully convincing the Staff to deny no-action relief by submitting proposals that differedfrom existing company policy by only a few words. Exchange Act Release No. 20091, at § II.E.6.(Aug. 16, 1983). Therefore, in 1983, the Commission adopted a revised interpretation to the rule topermit the omission of proposals that had been “substantially implemented,” and the Commissioncodified this revised interpretation in Exchange Act Release No. 40018 (May 21, 1998). Thus,when a company can demonstrate that it already has taken actions to address the underlyingconcerns and essential objectives of a stockholder proposal, the Staff has concurred that theproposal has been “substantially implemented” and may be excluded as moot. See, e.g.,Amazon.com, Inc. (avail. Mar. 3, 2016); Bank of America Corp. (avail. Dec. 15, 2010); ExelonCorp. (avail. Feb. 26, 2010); Exxon Mobil Corp. (Burt) (avail. Mar. 23, 2009); Anheuser-BuschCompanies, Inc. (avail. Jan. 17, 2007); ConAgra Foods, Inc. (avail. Jul. 3, 2006); Johnson &Johnson (avail. Feb. 17, 2006); Talbots Inc. (avail. Apr. 5, 2002); Exxon Mobil Corp. (avail. Jan.24, 2001); Masco Corp. (avail. Mar. 29, 1999). The Staff has noted that “a determination that thecompany has substantially implemented the proposal depends upon whether [the company’s]particular policies, practices and procedures compare favorably with the guidelines of the proposal.”Texaco, Inc. (avail. Mar. 28, 1991).B.The Board Previously Adopted A Bylaw Amendment That Substantially ImplementsThe ProposalOn July 28, 2010, the Board approved an amendment to Article III, Section 2(a) of the Bylaws tochange the percentage of record holders of the Company’s outstanding shares of common stockrequired to request the Secretary of the Company to call a special meeting of stockholders from25% to 10%. The percentage of record holders required for the Company’s Secretary to call aspecial meeting of stockholders remains unchanged in the current iteration of the Bylaws, lastamended and restated on March 17, 2015. See Exhibit B. Article III, Section 2(a) reads, in relevantpart:A special meeting of Stockholders shall be called by the Secretary upon thewritten request of record holders representing ownership of at least ten (10)percent of the outstanding Common Stock of the Corporation (the “RequisitePercent”), subject to Subsection (b) of this Section 2 (a “StockholderRequested Special Meeting”).Article III, Section 2(b) of the Bylaws sets forth basic informational and procedural requirements tocall a special meeting of stockholders designed to ensure compliance with applicable securitieslaws. Notably, similar information requirements apply to any special meeting called by the Boardand by Company management.As noted above, the Proposal requests that the Company amend its Bylaws to “give holders in theaggregate of 10% of [the Company's] outstanding common stock the power to call a special
Office of Chief CounselDivision of Corporation FinanceDecember 21, 2017Page 4shareowner meeting.” Since July 28, 2010, the Bylaws have given holders in the aggregate of atleast 10% of the Company’s outstanding common stock the power to call a special meeting ofstockholders upon request to the Company's Secretary, exactly as requested by the Proposal, therebyaddressing the essential objective of the Proposal and rendering it moot.In 2010, the Staff concurred in the exclusion of a stockholder proposal submitted by the Proponenton behalf of Ray T. Chevedden to the Company on the same topic. The November 2010 proposal,which was substantially identical to the Proposal, asked the Board to take the steps necessary “toamend [the Company's] [B]ylaws and each appropriate governing document to give holders of 10%of [the Company's] outstanding common stock (or the lowest percentage permitted by law above10%) the power to call a special shareowner meeting.” There, the Staff concurred with theexclusion of the proposal under Rule 14a-8(i)(10), noting that the Bylaws, amended on July 28,2010 and containing the terms described above, “compare[d] favorably with the guidelines of theproposal.” See Bank of America Corp. (avail. Dec. 15, 2010). Consistent with this precedent, theProposal may be excluded from the Company’s 2018 Proxy Materials under Rule 14a-8(i)(10)because it has been substantially implemented by the Company.CONCLUSIONBased upon the foregoing analysis, we respectfully request that the Staff concur that it will take noaction if the Company excludes the Proposal from its 2018 Proxy Materials.We would be happy to provide you with any additional information and answer any questions thatyou may have regarding this subject. Correspondence regarding this letter should be sent toshareholderproposals@gibsondunn.com. If we can be of any further assistance in this matter,please do not hesitate to call me at (202) 955-8671 or Ross E. Jeffries, Jr., the Company’s CorporateSecretary, at (980) 388-6878.Sincerely,Ronald O. MuellerEnclosurescc:Ross E. Jeffries, Jr., Corporate Secretary, Bank of America CorporationJohn Chevedden102405651.8
EXHIBIT A
***From:Sent: Monday, November 13, 2017 6:44 PMTo: Ross Jeffries - Bank of America Corporate Secretary bac corporate secretary@bankofamerica.com Cc: Perrin, Ellen - Legal ellen.perrin@bankofamerica.com ; Chang, Gale - Legal gale.chang@bankofamerica.com Subject: Rule 14a-8 Proposal (BAC) Mr. Jeffries,Please see the attached rule 14a-8 proposal to improve corporate governanceand enhance long-term shareholder value at de minimis up-front cost –especially considering the substantial market capitalization of the company.Sincerely,John Chevedden*** FISMA & OMB Memorandum M-07-16
JOHN CHEVEDDEN***Mr. Ross JeffriesCorporate SecretaryBank of America Corporation (BAC)100 North Tryon StreetCharlotte, North Carolina 28255Dear Mr. Jeffries,This Rule 14a-8 proposal is respectfully submitted in support of the long-term performance ofour company.This Rule 14a-8 proposal is intended as a low-cost method to improve company performance especially compared to the substantial captializtion of our company.This proposal is for the next annual shareholder meeting. Rule 14a-8 requirements will be metincluding the continuous ownership of the required stock value until after the date of therespective shareholder meeting and presentation of the proposal at the annual meeting. Thissubmitted format, with the shareholder-supplied emphasis, is intended to be used for definitiveproxy publication.Your consideration and the consideration of the Board of Directors is appreciated in support ofthe long-term performance of our company. Please acknowledge receipt of this proposal by***email toSincerely,,,,t If .2.,17Datecc: Ellen Perrin ellen.perrin@bankofamerica.com Assistant SecretaryPH: 704-386-5681FX: 704-409-0350FX: 704-625-4378Gale Chang gale.chang@bankofamerica.com FX: 704-409-0985Brenda Mareski brenda.mareski@bankofamerica.com *** FISMA & OMB Memorandum M-07-16
[BAC-Rule 14a-8 Proposal, November 13, 2017]1 l-15[This line and any line above it is not for publication.]Proposal [4] - Shareholder Ability to Call Special Shareholder MeetingResolved, Shareowners ask our board to take the steps necessary (unilaterally if possible) toamend our bylaws and each appropriate governing document to give holders in the aggregate ofI 0% of our outstanding common stock the power to call a special shareowner meeting (or theclosest percentage to 10% according to state law). In other words this proposal asks for adoptionof the most shareholder-friendly version of the shareholder right to call a special meeting aspermitted by state law. This proposal does not impact our board's current power to call a specialmeeting.This proposal topic won more than 70%-support at Edwards Lifesciences and SunEdison in2013. A shareholder right to call a special meeting and to act by written consent and are 2complimentary ways (written consent completely lacking at Bank of America) to bring animportant matter to the attention of both management and shareholders outside the annualmeeting cycle such as the election of directors. More than 100 Fortune 500 companies providefor shareholders to call special meetings and to act by written consent.This proposal is of particular importance to BAC shareholders because BAC shareholderscompletely lack the ability to act by written consent and shareholder written consent is not evenallowed under the lax corporation laws of North Carolina. And BAC shareholders do not have donot have the full right to call a special meeting that is available under North Carolina lawIf shareholders had a more complete right to call a special meeting, as called for in this proposal,shareholders would have a greater ability to engage our Board to improve the qualifications ofour directors and make sure that the Board of Directors is refreshed in order to maintain directorindependence - since a special meeting can be called in regard to the election of directors.Please vote to improve the shareholder oversight of our company:Shareholder Ability to Call Special Shareholder Meeting- Proposal [4][The line above is for publication.]
John Chevedden,proposal.***sponsors thisNotes:This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15,2004 including (emphasis added):Accordingly, going forward, we believe that it would not be appropriate for companies toexclude supporting statement language and/or an entire proposal in reliance on rule14a-8(1)(3) in the following circumstances:' the company objects to factual assertions because they are not supported; the company objects to factual assertions that, while not materially false or misleading,may be disputed or countered; the company objects to factual assertions because those assertions may beinterpreted by shareholders in a manner that is unfavorable to the company, itsdirectors, or its officers; and/or the company objects to statements because they represent the opinion of theshareholder proponent or a referenced source, but the statements are not identifiedspecifically as such.We believe that it is appropriate under rule 14a-8 for companies to address theseobjections in their statements of opposition.See also: Sun Microsystems, Inc. (July 21, 2005).The stock supporting this proposal will be held until after the annual meeting and the proposalwill be presented at the annual meeting. Please acknowledge this proposal promptly by email****** FISMA & OMB Memorandum M-07-16//
***From:Sent: Wednesday, November 15, 2017 2:11 PMTo: Ross Jeffries - Bank of America Corporate Secretary bac corporate secretary@bankofamerica.com Cc: Perrin, Ellen - Legal ellen.perrin@bankofamerica.com ; Chang, Gale - Legal gale.chang@bankofamerica.com Subject: Rule 14a-8 Proposal (BAC) Mr. Jeffries,Please see the attached rule 14a-8 proposal to improve corporate governanceand enhance long-term shareholder value at de minimis up-front cost –especially considering the substantial market capitalization of the company.Sincerely,John Chevedden*** FISMA & OMB Memorandum M-07-16
JOHN CHEVEDDEN***Mr. Ross JeffriesCorporate SecretaryBank of America Corporation (BAC)100 North Tryon StreetCharlotte, North Carolina 28255Dear Mr. Jeffries,This Rule 14a-8 proposal is respectfully submitted in support of the long-term performance ofour company.This Rule 14a-8 proposal is intended as a low-cost method to improve company performance especially compared to the substantial captializtion of our company.This proposal is for the next annual shareholder meeting. Rule 14a-8 requirements will be metincluding the continuous ownership of the required stock value until after the date of therespective shareholder meeting and presentation of the proposal at the annual meeting. Thissubmitted format, with the shareholder-supplied emphasis, is intended to be used for definitiveproxy publication.Your consideration and the consideration of the Board of Directors is appreciated in support ofthe long-term performance of our company. Please acknowledge receipt of this proposal by***email toSincerely, .#.-L ,t! If 2,17Datecc: Ellen Perrin ellen.perrin@bankofamerica.com Assistant SecretaryPH: 704-386-5681FX: 704-409-0350FX: 704-625-4378Gale Chang gale.chang@bankofamerica.com FX: 704-409-0985Brenda Mareski brenda.mareski@bankofamerica.com *** FISMA & OMB Memorandum M-07-16
[BAC-Rule 14a-8 Proposal, November 13, 2017, Revised November 15, 2017]1 l-15[This line and any line above it is not for publication.]Proposal [4) - Shareholder Ability to Call Special Shareholder MeetingResolved, Shareowners ask our board to take the steps necessary (unilaterally if possible) toamend our bylaws and each appropriate governing document to give holders in the aggregate of10% of our outstanding common stock the power to call a special shareowner meeting (or theclosest percentage to 10% according to state law). In other words this proposal asks for adoptionof the most shareholder-friendly version of the shareholder right to call a special meeting aspermitted by state law. This proposal does not impact our board's current power to call a specialmeeting.This proposal topic won more than 70%-support at Edwards Lifesciences and SunEdison in2013. A shareholder right to call a special meeting and to act by written consent and are 2complimentary ways (written consent completely lacking at Bank of America) to bring animportant matter to the attention of both management and shareholders outside the annualmeeting cycle such as the election of directors. More than 100 Fortune 500 companies providefor shareholders to call special meetings and to act by written consent.This proposal is of particular importance to BAC shareholders because BAC shareholderscompletely lack the ability to act by written consent. Sadly shareholder written consent is noteven allowed under the lax corporation laws of North Carolina. Thus it is all the more importatfor BAC shareholders to have the full right to call a special meeting that is available under NorthCarolina law.If shareholders had a more complete right to call a special meeting, as called for in this proposal,shareholders would have a greater ability to engage our Board to improve the qualifications ofour directors and make sure that the Board of Directors is refreshed in order to maintain directorindependence and diversity - since a special meeting can be called in regard to the election ofdirectors.Please vote to improve the shareholder oversight of our company:Shareholder Ability to Call Special Shareholder Meeting - Proposal (4)[The line above is for publication.]
John Chevedden,proposal.***sponsors thisNotes:This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15,2004 including (emphasis added):Accordingly, going forward, we believe that it would not be appropriate for companies toexclude supporting statement language and/or an entire proposal in reliance on rule14a-8(I)(3) in the following circumstances: the company objects to factual assertions because they are not supported; the company objects to factual assertions that, while not materially false or misleading,may be disputed or countered; the company objects to factual assertions because those assertions may beinterpreted by shareholders in a manner that is unfavorable to the company, itsdirectors, or its officers; and/or the company objects to statements because they represent the opinion of theshareholder proponent or a referenced source, but the statements are not identifiedspecifically as such.We believe that it is appropriate under rule 14a-8 for companies to address theseobjections in their statements of opposition.See also: Sun Microsystems, Inc. (July 21, 2005).The stock supporting this proposal will be held until after the annual meeting and the proposalwill be presented at the annual meeting. Please acknowledge this proposal promptly by email****** FISMA & OMB Memorandum M-07-16
***From:Sent: Tuesday, November 21, 2017 3:14 PMTo: Ross Jeffries - Bank of America Corporate Secretary bac corporate secretary@bankofamerica.com Cc: Perrin, Ellen - Legal ellen.perrin@bankofamerica.com ; Chang, Gale - Legal gale.chang@bankofamerica.com Subject: Rule 14a-8 Proposal (BAC) blbMr. Jeffries,Please see the attached broker letter.Sincerely,John Chevedden*** FISMA & OMB Memorandum M-07-16
Personal InvestingP.O. Box 770001Cincinnati, OH 45277-0045November 20, 2017John R. Chevedden***To Whom It May Concern:This letter is provided at the request ofMr. John R. Chevedden, a customer ofFidelity Investments.Please accept this letter as confirmation that as ofthe date ofthis letter, Mr. Chevedden has continuouslyowned no fewer than the share quantity listed in the following table in each ofthe following securities,since October 1, 2016:Huntington IngallsIndustries, Inc.L3 Technolo ies, Inc.Eastman Chemical Co.Bank ofAmerica Co502413107277432100060505104LLLEMNBAC5050200The securities referenced in the preceding table are registered in the name ofNational Financial ServicesLLC, a DTC participant (DTC number: 0226) and Fidelity Investments subsidiary.I hope you find this information helpful. Ifyou have any questions regarding this issue, please feel free tocontact me by calling 800-397-9945 between the hours of8:30 a.m. and 5:00 p.m. Central Time (Mondaythrough Friday) and entering my extension 15838 when prompted.Sincerely,/?lGeorge StasinopoulosPersonal Investing OperationsOur File: W644869-20NOV17Fidelity Brokerage Services LLC, Members NYSE, SJPC.*** FISMA & OMB Memorandum M-07-16
EXHIBIT B
Bank of America CorporationBYLAWSOFBANK OF AMERICA CORPORATIONAs Amended and Restated by the Board of Directors on March 17, 2015
TABLE OF CONTENTSARTICLE ISection 1.Section 2.Definitions.1Definitions.1Cross-Reference to the DGCL.3ARTICLE IISection 1.Section 2.Section 3.Offices .3Principal Place of Business .3Registered Office.3Other Offices.4ARTICLE IIISection 1.Section 2.Section 3.Section 4.Section 5.Section 6.Section 7.Section 8.Section 9.Section 10.Section 11.Section 12.Section 13.Stockholders .4Annual Meeting.4Special Meetings .4Place of Meeting .7Notice to Stockholders.8Fixing of Record Date .8Stockholder List.9Quorum.9Proxies.10Voting of Shares.11Required Vote for Directors.11Conduct of Meetings.11Notice of Stockholder Business and Nominations.12Inspectors of Election.17ARTICLE IVSection 1.Section 2.Section 3.Section 4.Section 5.Section 6.Section 7.Section 8.Board of Directors.17General Powers.17Number and Qualifications.17Terms of Directors .18Vacancies and Newly Created Directorships .18Compensation.18Committees.18Lead Independent Director.18Inclusion of Director Nominations By Stockholders in the Corporation’s ProxyMaterials .19ARTICLE VSection 1.Section 2.Section 3.Section 4.Section 5.Section 6.Section 7.Section 8.Section 9.Meetings of Directors .26Regular Meetings .26Special Meetings .26Notice.26Waiver of Notice .27Quorum.27Manner of Acting .27Conduct of Meetings.27Action Without a Meeting .27Participation Other Than In Person .28i
ARTICLE VISection 1.Section 2.Section 3.Section 4.Section 5.Section 6.Section 7.Section 8.Section 9.Section 10.Section 11.Section 12.Section 13.Section 14.Officers.28Officers of the Corporation.28Appointment and Term .28Compensation.28Resignation and Removal of Officers.28Contract Rights of Officers.29Chief Executive Officer.29Chairman of the Board.29President .29Vice Chairman .29Division Presidents.29Managing Directors, Principals, Vice Presidents and Officers .30Secretary .30Treasurer.30Assistant Secretaries and Deputy Treasurers .30ARTICLE VIISection 1.Section 2.Section 3.Section 4.Shares and Their Transfer.30Shares.30Stock Transfer Books and Transfer of Shares .31Lost Certificates.31Transfer Agent and Registrar; Regulations .31ARTICLE VIIISection 1.Section 2.Section 3.Section 4.Section 5.Section 6.Section 7.Section 8.Indemnification .
Mr. Ross Jeffries Corporate Secretary . Bank of America Corporation (BAC) 100 North Tryon Street . Charlotte, North Carolina 28255 . Dear Mr. Jeffries, This Rule 14a-8 proposal is respectfully submitted in support of the long-term performance of our company. This Rule 14a-8 proposal is intended as a low-cost method to improve company performance -
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RULE BOOK UPDATED MAY 2019-1 - TABLE OF CONTENTS PAGE RULE 1 Name 2 RULE 2 Objectives 3 RULE 3 Membership 4 RULE 4 Members Entitlements and Obligations 5 RULE 5 Structure 8 RULE 6 Branches 9 RULE 7 Regional Structure 15 RULE 8 National Organisation 19 RULE 9 Officers 26 .
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Rule 14d-4(d) Rule 14d-10(a)(2) Rule 14d-11 Rule 14d-11(c) and (e) Rule 14e-1(c) Rule 14e-5 No Action, Interpretive and/or Exemptive Letter: AstraZeneca PLC Response of the Office of Mergers and Acquisitions Division of Corporation Finance May 23, 2006 Thomas B. Shropshire, Jr., Esq. Linklaters One Silk Street London EC2Y 8HQ England
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