Bank of America Shareholders Approve Equity Plan Amendment, Re-elect Board, and Reject All Shareholder Proposals at 2025 Annual Meeting


Bank of America Corporation conducted its 2025 Annual Meeting of Shareholders, during which all 14 nominated directors were re-elected with strong majority support. The meeting also resulted in the approval of the company’s amended and restated equity compensation plan, ratification of the auditor appointment, and endorsement of executive pay via a non-binding advisory vote. All shareholder proposals failed to gain majority support.

The amendment to the Bank of America Equity Plan was approved with over 4.25 billion votes in favor. Key changes included an increase of 100 million shares authorized for grants, a $1 million annual cap on director compensation (including cash fees), and a two-year extension of the plan’s expiration to April 21, 2035. The plan otherwise remains largely unchanged.

CEO Brian Moynihan and all current board members were re-elected, with individual support levels ranging from 87% to 99% of votes cast, excluding abstentions and broker non-votes. The proposal to ratify PricewaterhouseCoopers LLP as the independent auditor for 2025 received overwhelming approval, garnering over 6 billion votes in favor.

The advisory “Say on Pay” resolution passed, though with significant opposition—approximately 26% of shares voted against the measure.

In contrast, shareholders decisively rejected eight shareholder proposals. These included requests for increased board candidate nominations, enhanced reporting on animal welfare oversight, alignment of lobbying activities with climate goals, and disclosure of energy financing ratios. Each proposal failed to secure meaningful support, with the highest approval level reaching just under 17%.

The voting results affirm continued shareholder confidence in Bank of America’s leadership, governance framework, and compensation strategy, while signaling limited investor appetite for the submitted shareholder activism initiatives.