Ken Lewis is out as Chairman of Bank of America

By Edward Harrison On Apr 29, 2009

Bank of America Corporation today announced the results of management and shareholder proposals at the company’s 2009 annual meeting…

All 18 directors were elected to the board by comfortable margins. In addition, management proposals regarding executive compensation and the retention of PricewaterhouseCoopers LLC as the company’s independent accounting firm were approved.

Seven shareholder proposals were not approved. An eighth shareholder proposal to change the company’s by-laws to require an independent chairman was narrowly approved. (For results see the table below).

At a meeting of the Board of Directors today, after a recommendation from the Governance Committee, Dr. Walter E. Massey was elected chairman. Kenneth D. Lewis will be president and chief executive officer. The board unanimously expressed its support for Lewis to continue in that role…

During the meeting, Lewis said the company’s long-term vision for profitable growth is being advanced by the acquisitions of Merrill Lynch & Co. and Countrywide Financial Corp. despite the challenging economic environment.

“We are building this company and managing for the long term,” Lewis told shareholders at the company’s annual meeting today. “I continue to believe we have built the best financial company in the industry, and that our results over the long term will bear that out.

“Let me acknowledge that 2008 was a very difficult year for the economy, for the financial services industry and for our company in particular,” Lewis said. “Our company’s shareholders have carried a heavy burden recently. We are doing everything within our power every day to fight through today’s adversity and drive toward tomorrow’s promise.

“Merrill will help the company move toward its goal of developing stronger, deeper and more profitable customer relationships over the long term through its leading positions in capital markets and wealth management,” Lewis said. “Countrywide helped Bank of America gain a high-quality franchise and customer base along with significant market share in mortgages – a cornerstone financial product,” he added.

“My strong feeling is that organizational integration – and a renewed focus on organic growth – will be the almost exclusive focus of our efforts in the coming years,” Lewis said.

Bank of America Chief Financial Officer Joe Price told shareholders the company’s core strengths in its business become more evident in challenging economic times.

“Our broad customer and client reach and geographic diversity form a powerful engine for revenue generation and earnings,” Price said. “Our business diversity is equally important, providing balance as some businesses perform well while others are confronted with challenges.”

With the earnings power added from recent acquisitions including Countrywide, Merrill, LaSalle Bank and MBNA, along with the cost savings opportunities, Price said although he can’t predict future results, he believes the company has the potential to produce approximately $30 billion in annual net income under more normal economic conditions.

“As demonstrated by our history of revenue and earnings, and despite today’s challenges, the model we have built is working, and we expect it to be even more powerful in the future,” Price said.
    Items of Business Voting Final Results

                    Directors                  % For        % Against

    William Barnet, III                         93.19           6.81
    Frank P. Bramble, Sr.                       78.32          21.68
    Virgis W. Colbert                           85.64          14.36
    John T. Collins                             93.32           6.68
    Gary L. Countryman                          87.33          12.67
    Tommy R. Franks                             93.43           6.57
    Charles K Gifford                           92.58           7.42
    Kenneth D. Lewis                            67.33          32.67
    Monica C. Lorenzo                           75.34          24.66
    Walter E. Massey                            92.72           7.28
    Thomas J. May                               93.32           6.68
    Patricia E. Mitchell                        87.92          12.08
    Joseph W. Prueher                           85.69          14.31
    Charles O. Rossotti                         86.37          13.63
    Thomas M. Ryan                              84.06          15.94
    O. Temple Sloan                             62.60          37.40
    Robert L. Tillman                           75.66          24.34
    Jackie M. Ward                              71.79          28.21

               Management Proposals            % For        % Against

    Ratification of Accounting Firm             96.70           3.30
    Executive Compensation (non-binding)        71.28          28.72

              Shareholder Proposals            % For        % Against

    Government Employment Disclosure             7.81          92.19
    Executive Compensation Advisory Vote        40.08          59.92
    Cumulative Voting                           37.78          62.22
    Special Stockholder Meetings                49.35          50.65
    Independent Board Chairman                  50.34          49.66
    Credit Card Practices                       33.38          66.62
    Healthcare Reform Principles                 7.52          92.48
    Limits on Executive Compensation            26.77          73.23

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