Bank of America : Bylaws Amendment Form 8-K

As filed with the Securities and Exchange Commission on June 28, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 26, 2024

BANK OF AMERICA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-6523	56-0906609
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	100 North Tryon Street
	Charlotte, North Carolina 28255
	(Address of principal executive offices)

[phone]

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BAC	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of	BAC PrE	New York Stock Exchange
Floating Rate Non-Cumulative Preferred Stock, Series E
Depositary Shares, each representing a 1/1,000th interest in a share of	BAC PrB	New York Stock Exchange
6.000% Non-Cumulative Preferred Stock, Series GG
Depositary Shares, each representing a 1/1,000th interest in a share of	BAC PrK	New York Stock Exchange
5.875% Non-Cumulative Preferred Stock, Series HH
7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series L	BAC PrL	New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of	BML PrG	New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 1
Depositary Shares, each representing a 1/1,200th interest in a share of	BML PrH	New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 2
Depositary Shares, each representing a 1/1,200th interest in a share of	BML PrJ	New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 4
Depositary Shares, each representing a 1/1,200th interest in a share of	BML PrL	New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 5
Floating Rate Preferred Hybrid Income Term Securities of BAC Capital	BAC/PF	New York Stock Exchange
Trust XIII (and the guarantee related thereto)
5.63% Fixed to Floating Rate Preferred Hybrid Income Term Securities	BAC/PG	New York Stock Exchange
of BAC Capital Trust XIV (and the guarantee related thereto)
Income Capital Obligation Notes initially due December 15, 2066 of	MER PrK	New York Stock Exchange
Bank of America Corporation
Senior Medium-Term Notes, Series A, Step Up Callable Notes, due	BAC/31B	New York Stock Exchange
November 28, 2031 of BofA Finance LLC (and the guarantee of the
Registrant with respect thereto)
Depositary Shares, each representing a 1/1,000th interest in a share of	BAC PrM	New York Stock Exchange
5.375% Non-Cumulative Preferred Stock, Series KK
Depositary Shares, each representing a 1/1,000th interest in a share of	BAC PrN	New York Stock Exchange
5.000% Non-Cumulative Preferred Stock, Series LL
Depositary Shares, each representing a 1/1,000th interest in a share of	BAC PrO	New York Stock Exchange
4.375% Non-Cumulative Preferred Stock, Series NN
Depositary Shares, each representing a 1/1,000th interest in a share of	BAC PrP	New York Stock Exchange
4.125% Non-Cumulative Preferred Stock, Series PP
Depositary Shares, each representing a 1/1,000th interest in a share of	BAC PrQ	New York Stock Exchange
4.250% Non-Cumulative Preferred Stock, Series QQ
Depositary Shares, each representing a 1/1,000th interest in a share of	BAC PrS	New York Stock Exchange
4.750% Non-Cumulative Preferred Stock, Series SS

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors (the "Board") of Bank of America Corporation (the "Corporation") periodically reviews the Board's and Corporation's governance documents, including the Corporation's Bylaws, as amended and restated on December 13, 2022 (the "Bylaws"). On June 26, 2024, the Board approved and adopted amendments to the Bylaws, which were effective as of the date approved by the Board.

The amendments to the Bylaws include the following:

• Clarification that the Board is responsible for making a determination to hold a stockholders' meeting remotely as provided by the Delaware General Corporation Law (Article III. Stockholders, Section 3. Place of Meeting);
• Clarification of the affirmative votes needed to approve matters requiring other than majority support (Article III. Stockholders, Section 9. Voting of Shares);
• Revision to provisions describing how a presiding chair of a stockholders' meeting would be selected in the absence of the Chair of the Board (Article III. Stockholders, Section 11. Conduct of Meetings);
• Revisions to certain procedural and disclosure requirements for stockholders proposing business or director nominations for consideration at the Corporation's annual or special meetings of stockholders, including to:
• • clarify the types of additional information the Corporation may request about proposed nominees; and
  • clarify the Board's responsibility for determining whether director nominations or business proposed to be brought before the meeting under Article III, Section 12 of the Bylaws were properly made (Article III. Stockholders, Section 12. Notice of Stockholder Business and Nominations, Subsections (c) and (g));
• Revisions to the procedural and disclosure requirements for stockholders submitting director nominations for inclusion in the Corporation's proxy materials, including to clarify the scope of requests for additional information related to proxy access nominees and remove a tendered resignation provision related to proxy access nominees (Article IV.
  Board of Directors, Section 9. Inclusion of Director Nominations by Stockholders in the Corporation's Proxy Materials, Subsections (i) and (k)); and
• Removal of certain references regarding the nature of Board determinations (Article III. Stockholders, Section 2.
  Special Meetings, Subsection (a); Article IV. Board of Directors, Section 9. Inclusion of Director Nominations by Stockholders in the Corporation's Proxy Materials, Subsection (f)).

The Bylaws' amendments also include certain technical and conforming revisions and clarifications. The foregoing summary is qualified in its entirety by reference to the Bylaws of the Corporation, as Amended and Restated by the Board of Directors on June 26, 2024, a copy of which (marked to show changes from the Corporation's Bylaws, as amended and restated on

December 13, 2022) is attached hereto as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith.

EXHIBIT NO.

DESCRIPTION OF EXHIBIT

3.1 Bylaws of Bank of America Corporation, As Amended and Restated by the Board of Directors on June 26, 2024

104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BANK OF AMERICA CORPORATION

By:	/s/ Ross E. Jeffries, Jr.
	Ross E. Jeffries, Jr.
	Deputy General Counsel and Corporate Secretary

Dated: June 28, 2024

Exhibit 3.1

Bank of America Corporation

BYLAWS

OF

BANK OF AMERICA CORPORATION

As Amended and Restated by the Board of Directors

on June 26, 2024December 14, 2022

	TABLE OF CONTENTS
ARTICLE I DEFINITIONS	1
Section 1.	Definitions	1
Section 2.	Cross-Referenceto the DGCL	3
ARTICLE II OFFICES	3
Section 1.	Principal Place of Business	3
Section 2.	Registered Office	3
Section 3.	Other Offices	3
ARTICLE III STOCKHOLDERS	4
Section 1.	Annual Meeting	4
Section 2.	Special Meetings	4
Section 3.	Place of Meeting	7
Section 4.	Notice to Stockholders	7
Section 5.	Fixing of Record Date	8
Section 6.	StockholdersList	9
Section 7.	Quorum	9
Section 8.	Proxies	9
Section 9.	Voting of Shares; Required Vote for Matters other than the Election	10
of Directors	.......................................................................................................................
Section 10.	Required Vote for Directors	11
Section 11.	Conduct of Meetings	11
Section 12.	Notice of Stockholder Business and Nominations	12
Section 13.	Inspectors of Election	20
ARTICLE IV BOARD OF DIRECTORS	20
Section 1.	General Powers	20
Section 2.	Number and Qualifications	20
Section 3.	Terms of Directors	20
Section 4.	Vacancies and Newly Created Directorships	21
Section 5.	Compensation	21
Section 6.	Committees	21
Section 7.	Chair of the Board	21
Section 8.	Lead Independent Director	21
Section 9.	Inclusion of Director Nominations by Stockholders in the
	Corporation's Proxy Materials	22
ARTICLE V MEETINGS OF DIRECTORS	28 29
Section 1.	Regular Meetings	28 29

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Section 2.	Special Meetings	29
Section 3.	Notice	29
Section 4.	Waiver of Notice	29 30
Section 5.	Quorum	29 30
Section 6.	Manner of Acting	30
Section 7.	Conduct of Meetings	30
Section 8.	Action Without a Meeting	30
Section 9.	Participation Other Than in Person	30
ARTICLE VI OFFICERS	30 31
Section 1.	Officers of the Corporation	31
Section 2.	Appointment and Term	31
Section 3.	Compensation	31
Section 4.	Resignation and Removal of Officers	31
Section 5.	Contract Rights of Officers	31 32
Section 6.	Chief Executive Officer	31 32
Section 7.	President	31 32
Section 8.	Secretary	32
Section 9.	Treasurer	32
ARTICLE VII SHARES AND THEIR TRANSFER	32
Section 1.	Shares	32
Section 2.	Stock Transfer Books and Transfer of Shares	32 33
Section 3.	Lost Certificates	33
Section 4.	Transfer Agent and Registrar; Regulations	33
ARTICLE VIII INDEMNIFICATION	33 34
Section 1.	Right to Indemnification	33 34
Section 2.	Right to Advancement of Expenses	34
Section 3.	Right of Indemnitee to Bring Suit	35
Section 4.	Non-Exclusivityof Rights	35
Section 5.	Insurance	35
Section 6.	Indemnification of Agents of the Corporation	35 36
Section 7.	Limitations on Indemnification	35 36
Section 8.	Severability	35 36
ARTICLE IX GENERAL PROVISIONS	36
Section 1.	Execution of Instruments	36
Section 2.	Voting of Ownership Interests	36
Section 3.	Distributions	36 37
Section 4.	Seal and Attestation	36 37
Section 5.	Amendments	36 37
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Section 6.	Exclusive Forum	37
ARTICLE X EMERGENCY BYLAWS	37 38
Section 1.	Emergency Bylaws	37 38
Section 2.	Meetings	38
Section 3.	Quorum	38
Section 4.	Amendments	38
Section 5.	Contingency Plan	38 39
Section 6.	Liability	38 39
Section 7.	Repeal or Change	38 39

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BYLAWS OF BANK OF AMERICA CORPORATION

ARTICLE I

DEFINITIONS

Section 1. Definitions. In these Bylaws, unless otherwise specifically provided:

1. "Advancement of Expenses" has the meaning set forth in Section 2 of Article VIII of these Bylaws.
2. "Affiliate" means any corporation, partnership, limited liability company, association, trust or other entity or organization that is Controlled By the Corporation.
3. "Certificate of Incorporation" means the Certificate of Incorporation of the Corporation, as amended and restated from time to time, including any certificates of designation filed with the Delaware Secretary of State setting forth the terms of preferred stock of the Corporation.
4. "Chief Audit Executive" has the meaning set forth in Section 1 of Article VI of
   these Bylaws.
5. "Common Stock" means the common stock of the Corporation.
6. "Controlled By" means possession, directly or indirectly, of the power to direct or cause the direction and management of the policies of an entity, whether through the ownership of over fifty (50) percent of the voting securities or other ownership interest, by contract or otherwise.
7. "Corporation" means Bank of America Corporation, a Delaware corporation, and any successor thereto.
8. "Delivery Date" has the meaning set forth in Section 2(c) of Article III of these
   Bylaws.
9. "Designated Officers" has the meaning set forth in Section 2 of Article X of these
   Bylaws.
10. "DGCL" means the General Corporation Law of the State of Delaware, as the same now exists or may hereafter be amended.
11. "Eligible Stockholder" has the meaning set forth in Section 9(a) of Article IV of
    these Bylaws.
12. "Emergency" has the meaning set forth in Section 1 of Article X of these Bylaws.

1

1. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
2. "Executive Officer" has the meaning set forth in Section 1 of Article VI of these
   Bylaws.
3. "Federal Reserve Board" has the meaning set forth in Section 12(c)(iii)(E) of Article III of these Bylaws.
4. "Final Adjudication" has the meaning set forth in Section 2 of Article VIII of these
   Bylaws.
5. "Final Proxy Access Nomination Date" has the meaning set forth in Section 9(b) of Article IV of these Bylaws.
6. "Indemnitee" has the meaning set forth in Section 1 of Article VIII of these
   Bylaws.
7. "Lead Independent Director" means the independent director appointed by the independent members of the Board of Directors in accordance with Article IV, Section 8 of these Bylaws.
8. "Meeting Record Date" has the meaning set forth in Section 2(d) of Article III of
   these Bylaws.
9. "Notice of Proxy Access Nomination" has the meaning set forth in Section 9(b) of Article IV of these Bylaws.
10. "NYSE" has the meaning set forth in Section 9 of Article III of these Bylaws.
11. "Officer" has the meaning set forth in Section 1 of Article VI of these Bylaws.
12. "OCC" has the meaning set forth in Section 12(c)(iii)(E) of Article III of these
    Bylaws.
13. "Permitted Number" has the meaning set forth in Section 9(d) of Article IV of
    these Bylaws.
14. "Proceeding" has the meaning set forth in Section 1 of Article VIII of these
    Bylaws.

1. "Qualifying Fund" has the meaning set forth in Section 9(e) of Article IV of these
   Bylaws.
2. "Required Shares" has the meaning set forth in Section 9(e) of Article IV of these
   Bylaws.
3. "Requisite Percent" has the meaning set forth in Section 2(a)(i) of Article III of these
   Bylaws.

2