Bank of America : 2026Additional Solicitation Materials
BAC
Published on 04/15/2026 at 07:08 am EDT
Additional Solicitation Materials
2026 Annual Meeting of Shareholders
For more details about the information in these additional solicitation materials, please see our 2026 proxy statement
What would you like the power to do? ®
At Bank of America, we ask this question every day of all those we serve. It is at the core of how we live our values, deliver our purpose, and achieve Responsible Growth.
Deliver together
Act responsibly
Realize the power of our people
Trust the team
To help make financial lives better, through the power of every connection
We must grow and win in the market -no excuses
We must grow with our customer-focused strategy
We must grow within our risk framework
We must grow in a sustainable manner
Executive Summary
At Bank of America, we continued to deliver strong results in 2025, reflecting our commitment to driving Responsible Growth a nd longterm value for our shareholders through robust Board oversight, governance and executive compensation practices
1
Achieved full year net income of $30.5B, diluted earnings per share growth of 19% from 2024, revenue surpassed $110B, and we improved returns on assets and equity, reflecting strong, organic growth across our four business segments
Balance sheet remained strong with end of period growth in deposits to $2.0T and loans to $1.2T, and capital and liquidity well in excess of regulatory requirements
2
Our 12 nominees bring complementary experiences, skills and expertise that are critical to the Board's ability to provide effective oversight of our company and our business, strategy and operations
Shareholders have consistently affirmed our Board's approach to determining its optimal leadership structure; our Lead Independent Director is empowered with comprehensive authority and responsibilities, which are set forth in our Corporate Governance Guidelines
3
The Compensation and Human Capital Committee has maintained prior enhancements to our program and introduced further enhancements, informed by regular
engagement with our shareholders and reflected in this year's proxy statement disclosures
2025 pay outcomes were determined through a disciplined evaluation and decision process, taking into account the company's performance on both an absolute and relative basis, and appropriately considering long-term stability and risk management as a highly regulated financial institution
4
The Board and management undertook a careful review of each proposal and engaged with proponents to better understand their perspectives; we omitted one duplicate proposal, and following productive discussions with proponents, several proposals were withdrawn
Both shareholder proposals subject to a vote at our 2026 Annual Meeting have been previously considered and rejected by our shareholders
The Board asks that you vote FOR all management proposals and AGAINST the shareholder proposals at the 2026 Annual Meeting; these proposals are covered in more detail in the following slides and in our proxy statement
Delivered Strong Results in 20251
Revenue $113.1B4
Net income $30.5B
+7% YoY
Deposits $2.0T
+13% YoY
Net interest income
+3% YoY
EPS $3.812
+7% YoY
Loans $1.2T
+19% YoY
Sales & trading
+8% YoY
Operating leverage3
+11% YoY
CET1 11.4%
2.5%
Asset mgmt. fees
well above reg. min.5
Efficiency ratio 62%
improved 147 bps YoY
+12% YoY
Investment banking fees
Robust liquidity
GLS $975B6
+7% YoY
0.89% ROA
+7 bps YoY
10.6% ROE
+106 bps YoY
14.2% ROTCE7
+128 bps YoY
Note: ROA stands for return on average assets. ROE stands for return on average common sharehold ers' eq uity. ROTCE stands for return on average tangible common sharehold ers' eq uity. End of pe riod unless othe rwise note d.
1This presen tation refle cts the Corporation's election to change its accounting methods for certain tax-related eq uity investme nts effe ctive 4Q25 , which we re applied on a retrospective basis as disclos ed in the Curren t R epo rt on Form 8 -K furnished with the U.S. Securities and Exchange Commission on January 6, 2026. For important
pres entation information, please se e our earn ings materials and Annual Re port on Form 10 -K available on our inve stor relations webs ite : https://inves tor.bankofamerica.com.
2Diluted earnings per share .
3Operating leverage calculated as the year-over-year pe rcentage change in revenu e, ne t of interes t expen se, less the pe rcentage change in noninteres t expen se.
4Reve nue , ne t of interes t expen se.
5 CET1 stands for common eq uity tier 1 capital. The regulatory minimum requ ireme nt is 10%. 4
6GLS stands for average Global Liquidity Sources. For the de finition of GLS, pleas e see our earnin gs mate rials on our inves tor relations webs ite.
7Represe nts a non-GAAP financial measure. For a reconciliation to the most directly comparable GAAP financial measure and additional information about the non-GAAP financial measure , see Endnote A on page 12.
Supported Clients and Drove Organic Growth in 2025
Consumer Banking Global Wealth & Investment Management
▶ Added ~680,000 net new checking accounts; completed 28 consecutive quarters of net growth
▶ Added ~3.8MM new credit card accounts1
▶ Consumer investment assets of $599B2, up 16% YoY; over 4MM accounts with $19B flows since 4Q24
▶ Grew average Small Business loans 7% YoY
▶ $4.8T client balances2, up 12% YoY, with AUM balances of $2.2T, up 16%
▶ Added ~21,000 net new relationships across Merrill and Private
Bank
▶ Opened ~114,000 new bank accounts; 64% of clients have banking relationship
▶ $6.5T total deposits, loans, and investment balances3
▶ $115B total net wealth spectrum client flows since 4Q244
Global Banking
▶ #3 investment banking fee ranking5
▶ Treasury service charges increased 13% YoY
▶ Grew average Middle Market loans 6% YoY6
▶ Grew average deposits 13% YoY
Global Markets
▶ Record sales and trading revenue
▶ 15 consecutive quarters of YoY sales and trading revenue growth
▶ Record Equities sales and trading revenue
▶ 21 consecutive quarters of average loan growth
1Include s cred it cards across Consumer Banking, Small Busine ss, and Global W ealth & Investment Managemen t (GWIM).
2End of period. Consumer investment assets include clie nt brokerage assets, de posit swee p balances, brokered certificate s of deposit (CD s), and assets under manageme nt (AUM) in Consumer Banking. GWIM client balances include dep osits, loans and le ases, A UM, broke rage, and other asse ts .
3As of December 31, 2025. Inves tment balances include AUM, brokerage, and other assets.
5
4Include s net clie nt flows across Merrill, Private Bank, and Consumer Inve stmen ts.
5Source: De alogic as of De cember 31, 2025.
6Include s loans to Global Commercial Banking clients, exclu ding commercial real estate and specializ ed industries.
For more information, see
pp. 6-33 of our proxy statement
Twelve Highly Engaged Director Nominees
Relevant and complementary experience
Sharon L. Allen José (Joe) E. Almeida Arnold W. Donald Monica C. Lozano
Maria N. Martinez
Brian T. Moynihan
Lionel L. Nowell III Denise L. Ramos Clayton S. Rose Michael D. White Thomas D. Woods Maria T. Zuber
Our Board leadership structure provides for flexibility to meet the company's evolving needs, strategy and operating environment, and is responsive to shifts in Board composition, shareholder perspectives and corporate governance practices; shareholders have consistently expressed an understanding of this flexible approach and support for our strong Lead Independent Director role
Our Lead Independent Director, Mr. Nowell, is empowered with and exercises robust, well-defined duties formalized in our Corporate Governance Guidelines, including but not limited to:
Regularly convening and presiding over executive sessions of our independent directors outside the presence of management and our CEO, and developing topics for discussion during these closed sessions
Speaking individually with each Board member at least quarterly; meeting with our CEO at least monthly and with other members of management regularly
Assisting Board and key committees in promoting corporate governance practices, contributing to the annual CEO performance review and participating in CEO succession planning
Having regular calls with primary bank regulators
Playing a central role in overseeing and participating in shareholder engagement efforts
For more information, see
p. 43 of our proxy statement
Shareholder Input Informs Executive Compensation Actions
Outreach to
74
institutional shareholders
Engagement with
31
institutional shareholders
Engagements representing
~45%
of institutionally held shares
Independent director-led
engagements with
~42%
of institutionally held shares
Broad support for our compensation program, structure and philosophy, and its alignment with the four tenets of Responsible Growth
Understanding of the importance of the Committee's use of business judgment to promote long-term stability and prudent risk-taking, as a highly regulated financial institution
Appreciation for program enhancements implemented in recent years
Interest in understanding how our performance restricted stock units (PRSU) program incentivizes alignment of pay with successful achievement of growth for shareholders
Enhanced PRSU program, reflecting our focus on long-term Responsible
Growth, as discussed during our 2025 Investor Day
Increased performance standards necessary to achieve 100% payout
Provided upside maximum opportunity for exceptional future performance
Continued to provide pay rationale and individual performance highlights for each NEO to more clearly demonstrate link between pay and performance
Enhanced disclosure of performance year compensation table to include five years of performance compensation determinations
For more information, see
pp. 45-47 of our proxy statement
CEO Compensation Structure and Pay Rationale
2025 CEO PAY STRUCTURE
HIGHLIGHTS OF CEO PAY RATIONALE AND 2025 PERFORMANCE
Base Salary
Fixed pay; semi-monthly cash payment
Cash-Settled
RSUs
Tracks stock price performance over 1-year vesting period; in lieu of a cash incentive
PRSUs
Earned based on achievement of three-year average performance of key metrics
Time-Based
RSUs
Value subject to 4-year stock price performance
~96% VARIABLE
The Compensation and Human Capital Committee regularly evaluates absolute and relative performance and company size to inform annual pay decisions. For 2025, the performance factors supporting the pay decisions for our CEO included:
Exceeded Board-approved financial plan with diluted EPS up 19% and net income up 13% vs. 2024, and generated ~250 bps of operating leverage
Delivered strong operating and market-share performance - loan growth, deposit growth and fee growth generally met or exceeded the Board's expectations
Focus on growth as part of Responsible Growth and continued investments to make the company a Great Place to Work
28% Total Shareholder Return (TSR) in 2025, following 34% TSR in 2024
Peer benchmark data and trends were considered,
including relative size, scope and complexity
Net Income of $30.5B -1 of only 4 U.S. companies to have delivered over $15.0B in Net Income in each of the last eleven years
Revenue of $113.1B was up 7% from 2024, driven by record net interest income and strong fee income
Ranked #2 compared to our primary competitors1 on Net Income, Revenue and Market Capitalization for 2025
Stock retention requirements reinforce alignment between executives and shareholders
CEO - 50% of net after-tax shares received from equity-based awards retained until one year after retirement
Other NEOs - 50% of net after tax shares received from equity-based awards are retained until retirement
Our Board Requests Your Support FOR the Following Management Proposals
Proposal
Our Board's Perspective
For More Information
Item 1:
Election of directors
Our Board regularly reviews and renews its composition through thoughtful evaluation, and continues to enhance its director succession planning and selection process
Our nominees reflect the Board's commitment to assess, identify, evaluate and recommend candidates who possess high personal integrity and character, demonstrated management and leadership ability, extensive experience within our industry or other sectors and the ability to exercise sound and independent judgment in a collegial manner
See p. 6 of these materials
and pp. 6-33 of our proxy
statement
Item 2:
"Say on Pay" vote
Our compensation philosophy is to pay for performance over the long-term, as well as on an annual basis
Compensation considerations reinforce and promote Responsible Growth and help align executive officer and shareholder
interests
Comprehensive evaluation based on multi-faceted performance assessment helps ensure that incentive compensation
decisions reflect risk management and pay-for-performance philosophy
Shareholder engagement over the past year has confirmed support for enhancements and disclosures implemented in 2023 and 2024, which continue to be reflected in this year's proxy statement
See pp. 7-8 of these materials and pp. 42-70 of
our proxy statement
Item 3:
Appointment of public
accounting firm
Our Audit Committee has appointed PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm
for 2026
Our Board is seeking shareholders' ratification of PwC's appointment
See pp. 75-76 of our proxy
statement
Our Approach to Shareholder Proposals
When we receive a shareholder proposal, we carefully review and discuss it with internal subject matter experts on the matters raised by the proposal, and we review the proposal with management and the Board. If we have not already taken action to address proponents' concerns or prepared requested reports, the Board considers the proposals' usefulness to shareholders, the costs involved and potential conflicts of such requests with our existing practices and disclosures.
We also seek engagement with shareholder proponents. As a result of the productive discussions we had with shareholder proponents and/or their representatives, several proposals submitted for
inclusion in the proxy statement were withdrawn by the proponents.
The two shareholder proposals submitted for shareholder consideration this year seek changes to our corporate governance practices, or changes to or reports on how we conduct our business in the ordinary course. Both of them were previously considered and rejected by our shareholders, and the Board continues to believe that their adoption would not be in shareholders' best interests.
Our Board Recommends a Vote AGAINST the Following Shareholder Proposals
Proposal
Proponent
Our Board's Perspective
Our Shareholders' Perspective
For More Information
Item 4: Requesting independent board chair
National Legal and Policy Center (NLPC)
Since 2015, our shareholders have consistently rejected the proposal's permanent, one-size-fits-all approach to Board leadership structure and affirmed that the Board should retain the flexibility to determine the most effective Board leadership structure based on current circumstances and needs
Our current Board leadership structure and governance practices provide rigorous and effective independent Board oversight
The Board evaluates and reviews the Board's leadership structure at least annually, actively seeking and considering input from shareholders
There is no conclusive evidence demonstrating that an independent Chair leads to superior governance or performance, and Board flexibility to determine the optimal leadership structure is the norm at other large companies
In 2015, our Board convened a special shareholders' meeting solely to give shareholders a vote on whether or not they wanted to change the Bylaws of the company to require an independent Chair
Shareholders resoundingly said NO, as over 62% of votes cast favored allowing our Board the flexibility to determine its leadership structure, including appointing an independent Chair or appointing a Lead Independent Director when the Chair is not an independent director
Our shareholders continue to support that 2015 decision. At the annual meetings in each of 2017, 2018, 2023 and 2024, our shareholders overwhelmingly rejected proposals to require an independent Chair-all of which were submitted by the same few proponents-each time by a more than two-to-one margin
Shareholders also continue to express support for this flexibility during our regular engagement conversations on Board and governance topics
See p. 6 of these materials and
pp. 23-24 and
77-80 of our
proxy statement
Our Board Recommends a Vote AGAINST the Following Shareholder Proposals (cont'd)
Proposal
Proponent
Our Board's Perspective
For More Information
Item 5:
Requesting report on board oversight of risks related to animal welfare
Harrington Investments
Our Board's Corporate Governance Committee oversees the management of our sustainability practices to support Responsible Growth, and our Board's Enterprise Risk Committee oversees the key risks facing our company, including environmental and social risks
Our company has robust mechanisms for managing environmental, social and financial risks across our enterprise, including risks associated with animal welfare issues
In light of our Board's oversight of our sustainability practices and related risks, including risks related to animal welfare, and our existing disclosure about our approach to managing these risks, preparation of the requested report would not provide shareholders with meaningful additional information and would not be a productive use of company resources
See pp. 77 and 81-82 of our
proxy statement
Endnotes
A. Return on average tangible common shareholders' equity measures our net income applicable to common shareholders as a percent age of adjusted average common shareholders' equity. Return on average tangible common shareholders' equity is calculated as net income applicable to common shareholders of $29.1 B divided by average common shareholders' equity of $274.4B, reduced by goodwill of $69.0B and intangible assets (excluding mortgage servicing rights) of $1.9B, net of related deferred t ax liabilities of $0.8B. Management uses these measures to evaluate the company's use of equity and to support overall growth goals and the company believes the use of ratios that utilize tangible equity provides additional useful information because they present measures of those assets that can generate income.
Cautionary information and forward-looking statements
These additional solicitation materials contain certain statements regarding Responsible Growth and statements related to sus tainability (collectively, the Sustainability Information). Such Sustainability Information may be based on current or historic opinions, strategies, aspirations, commitments, goals, targets , and objectives which continue to evolve and develop, and there is no promise or guarantee that such aspirations, commitments, goals, targets, and objectives will be met. The Sustainability Infor mation is as of the date of these additional solicitation materials and subject to change without notice.
Additionally, certain statements contained in these additional solicitation materials may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our business and the Sustainability Information. We use words such as "anticipates," "tar gets," "expects," "hopes," "estimates," "intends," "plans," "goals," "believes," "continue" and other similar expressions or future or conditional verbs such as "will," "may," "might," "should," "would" and "could" to identify forward-looking statements. Forward-looking statements are not based on historical facts, but reflect management's current expectations, plans or forecasts, are not guarantees of future results or performance, involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and often beyond our control and are inherentl y uncertain. You should not place undue reliance on any forward-looking statement. Actual outcomes and results may differ materially from those expressed in, or implied by, any of these for ward-looking statements due to a variety of factors. You should consider all of the precautionary statements, uncertainties and risks discussed in our filings with the U.S. Securities and E xchange Commission (SEC), including in our 2025 Annual Report on Form 10-K and subsequent SEC filings. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise any forward-looking statements.
Any website references (including any hyperlinks) in these additional solicitation materials are provided for convenience onl y, and the content of which is not incorporated by reference into these additional solicitation materials.
Disclaimer
Bank of America Corporation published this content on April 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 15, 2026 at 11:07 UTC.