Calpers, Calstrs Want Bank of America to Separate Roles of Chairman, CEO
August 31 2015 - 10:33PM
Dow Jones News
By Joann S. Lublin
Two major public pension funds joined the drive for Bank of
America Corp. shareholders to oppose a corporate bylaw change that
would let Brian Moynihan serve as both chief executive and
chairman.
California Public Employees' Retirement System and California
State Teachers' Retirement System sent a letter to the bank Monday
disclosing they will vote against the change. Calpers and Calstrs
are the biggest and second-biggest pension funds in the U.S. by
assets. Together, the two funds own 63.6 million Bank of America
shares, valued at about $1 billion and representing less than 1% of
the total shares outstanding.
Bank board members angered some investors last October by
deciding to change the bank's bylaws and give the chairman role to
Mr. Moynihan, their CEO for more than five years. The board didn't
consult institutional investors ahead of the switch, even though
shareholders had voted in 2009 that the jobs of chairman and CEO
must be held by different individuals. The earlier rule won
approval during the depths of the financial crisis.
Bowing to shareholder complaints just before its annual meeting
in May, the bank announced plans to let investors vote on the
board's decision. That vote will occur at a Sept. 22 special
shareholder meeting.
In a letter sent Monday to the bank's lead director Jack O.
Bovender, the funds said, "Since Mr. Moynihan's appointment as CEO
in January 2010, the company has continued to underperform" its
peers. The letter continued: "We do not believe now is the time to
reduce oversight of management by combining the roles of CEO and
chair."
In a statement Monday night, a Bank of America spokesman said:
"The board believes that having the same flexibility on board
leadership that 97% of the S&P 500 now have, while still
providing strong independent oversight, is in the best interest of
stockholders. No company has dug out of a deeper hole since the
financial crisis, turned back to health with solid earnings, and
has accumulated record levels of capital and liquidity--also to the
benefit of our shareholders. The board respectfully recognizes that
stockholders hold varying views on this matter, which is why the
board committed to putting it to a vote."
The action by the public pension funds comes days after an
activist labor group sent Bank of America shareholders a letter
urging their opposition to the board's bylaw change because the
company needs an independent chairman amid persistent
challenges.
CtW Investment Group, an arm of the labor federation Change to
Win, issued its letter Friday. CtW works with union pension funds
that hold about 21 million Bank of America shares, or 0.2% of the
total. The group also worked on the 2009 bylaw amendment that
separated the top two roles.
The resolution that shareholders will vote on in late September
isn't specific to Mr. Moynihan. It asks Bank of America investors
whether they think the board should have the right to set its own
"leadership structure." The bank has said it would be bound by the
vote's outcome.
Bank of America previously pointed out that most big U.S. banks
have combined their top two positions, and board members have said
Mr. Moynihan deserved the chairman's title for steering the bank
through troubled waters since he became CEO at the start of
2010.
Institutional Shareholder Services and Glass, Lewis & Co.,
which advise big shareholders about how to vote, are expected to
issue their recommendations as early as this week.
Write to Joann S. Lublin at joann.lublin@wsj.com
Subscribe to WSJ: http://online.wsj.com?mod=djnwires
(END) Dow Jones Newswires
August 31, 2015 22:18 ET (02:18 GMT)
Copyright (c) 2015 Dow Jones & Company, Inc.
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