The Deal
Sunday, November 22, 
6:28 pm

BofA's Lewis to stay; shareholders react

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lewis,ken-125x100.jpgPreliminary reports indicate that Bank of America Corp.'s (NYSE:BAC) CEO Ken Lewis and his 17 member board are here to stay after a raucous annual shareholder meeting Wednesday.

All 18 directors were re-elected by a "comfortable margin," spokesman James Mahoney told Bloomberg. The re-election of the board was expected by many shareholders including Jonathan Finger of Finger Interests Number One Ltd. because "the number of broker votes is about 1.4 billion, which is about 22% of the total vote."  However, a second vote on splitting Lewis' roles as chairman and CEO has not been finalized and is still being tallied due to the heavy volume of votes.

Finger told Corporate Dealmaker's Suzanne Stevens he believed there is "a realistic shot" that shareholders will vote to separate the board chair and CEO roles and at the very least the proxy will be able to get shareholders' dissatisfaction across to the board and prompt a change.

CtW Investment Group's Michael Garland agreed and told Dealscape in an e-mail:

"The inability to release results reflects enormous opposition vote. This may be the highest vote ever against a sitting chair and CEO at an s&p 500 company with a majority vote standard for election of directors. That sends strong message. It will be an especially stinging rebuke if he loses chair. Regardless of final tally, a huge block voted for board/leadership change."

In the months ahead, those shareholders that waged the proxy against the current board and management hope to see the bank:

  • raise additional capital
  • consider selling noncore assets
  • consider a rights offering that's not dilutive to shareholders
  • focus on retaining top talent and BofA clients
  • be more transparent with shareholders about the quality of assets
- Maria Woehr

Also see:
Finger on Ken Lewis' survival rate
BofA's annual meeting a raucous affair

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