Our Take
Shareholders chose management continuity over governance theory, but the 32.6% opposition vote signals growing unease with concentrated power.
Why it matters
Major banks are facing pressure to adopt independent board oversight as 60% of S&P 500 companies now separate these roles. Wells Fargo recently reversed its own separation requirement.
Do this week
Board members: Review your governance structure before proxy season to address potential shareholder proposals on leadership separation.
BofA shareholders reject governance split for second time
Bank of America shareholders voted 67.4% against a proposal to separate the CEO and board chair roles, allowing Brian Moynihan to continue holding both positions. The vote showed minimal change from 2022, when 69% opposed the split (per company proxy data).
Moynihan has served as CEO since 2010 and added the chairman role in 2014. The nation's second-largest bank argued in its proxy statement that "there is no conclusive evidence demonstrating that an independent Chair leads to superior governance or performance."
Paul Chesser from the National Legal and Policy Center advocated for the separation, noting that "when the same person serves as both chairman and CEO, he is, in effect, supervising himself."
Banking sector resists governance trend
The vote puts BofA at odds with broader corporate governance trends. About 60% of S&P 500 companies now separate CEO and board chair roles (per Spencer Stuart consulting data).
Wells Fargo recently moved in the opposite direction, removing a 2016 bylaw that required independent chairman and CEO roles. The bank amended its governance structure to allow Charlie Scharf to hold both positions, though shareholders also voted down a separation proposal in April.
The persistence of these shareholder proposals, despite consistent defeats, indicates ongoing institutional investor concern about concentrated executive power at major banks.
Governance structure decisions carry proxy risks
The 32.6% support for separation represents a significant minority that management must address annually. While not threatening current leadership, it creates ongoing proxy contest risks and governance scrutiny.
Banks maintaining dual leadership structures should prepare detailed justifications for proxy statements, emphasizing performance metrics and board oversight mechanisms. The recurring nature of these proposals suggests they will continue appearing on ballots.
Other shareholder proposals at BofA's meeting received far less support, with an animal welfare risk report garnering only 6.5% approval.