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AGM 2019

Apr 24, 2019

Speaker 1

Good morning, everyone. Good morning and welcome to the 2019 Bank of America Corporation Annual Meeting of Stockholders. I want to thank everyone for being here in person and I also want to thank everyone who is joining us on the webcast.

You all have received a copy of the agenda and rules of the meeting and on their chairs. These are now in effect for this meeting. I now call the 2019 Bank of America Corporation Annual Meeting of Stockholders to order. First, I'd like to introduce our Board of Directors, if I could ask them again and turn around and let people see our leaders in the company. As we get started, I think it's important as you've done each year to hear from our lead independent director, Jack Boender.

But before Jack gets up, I'm going to talk on him a little bit. Jack joined us as Director in 2012. He became the Lead Independent Director in October 2014, so going towards 5 years. Jack provides the guidance for the Board overall, but importantly, he meets with shareholders on a continuous basis all year round. And just to give you an example, in the last 6 months to 8 months from late last year to early this year, Jack has met with people who own about a third of our company in 1 on 1 situation.

So, he spends a lot of time understanding what shareholders who own the company think about it and then brings it back to the board and discuss it. So, Jack, why don't you address the crowd? Thanks, Jack.

Speaker 2

Brian, thank you for those very kind words and really appreciate what you said. Thank you. Good morning and welcome to our 2019 meeting And on behalf of all the independent directors that you just saw, thank you for being here today, but also thank you for choosing to invest in Bank of America. Brian will update you later on the results from last year and the growth and progress we see this year. Just to highlight that, last year, our focus on responsible growth resulted in Bank of America earning $28,000,000,000 We returned nearly $26,000,000,000 to you through common stock dividends and share repurchases.

I also want to take this moment to highlight the continuing role the independent directors play in approving the corporate strategy and the ways we assess the company's performance and execution of that strategy. The Board engages in a year round strategic assessment and planning process that includes regular engagement by the independent directors with Brian and the management team. We discuss industry trends, global developments, specific issues the company is facing and the environment in which we operate. The directors also meet regularly with stockholders to solicit their input. As Brian mentioned, last year, 2018, 2019, this part of the year, we met with a third of the shares investors a third of the shares outstanding.

In fact, this year and last year as Lead Independent Director, I and members of our management team in person or by telephone met with over 70 of our largest shareholders. We seek input and exchange views on matters that range from executive compensation to environmental, social and governance issues. This feedback informs our Board meeting agendas and contributes to government and governance enhancements. Bank of America made great progress in 2018. The company is well positioned to continue to delivering long term value to you, our shareholders.

Again, thank you for your investment in the company and for placing your trust in us. Thank you, Jack.

Speaker 1

Thank you, Jack, and thank you for all the work you do on behalf of all our shareholders. Now to begin on the rules of the meeting, I am going to introduce Ross Jeffries, our Corporate Secretary. Ross will give the Corporate Secretary's support. Ross, come on up.

Speaker 3

Thank you, Brian. Good morning. There are 7 items that we'll consider today for stockholder votes, 4 management proposals and 3 stockholder proposals. After these items are presented, you'll have a chance to ask questions and comment on them. When that portion of the meeting is completed, we will have the delay to vote.

While we wait for the results, there will be an update on the company. Following this presentation, we will announce the preliminary results of the votes. Then we will hear from a panel about how we serve consumer and small business customers, followed by a general and answer period for issues unrelated to the proposal. Most of you have already submitted your proxy to vote on these matters. You do not need to vote again unless you want to change your vote.

If you want to catch the ballot, please raise your hand now. Okay, a few items to keep in mind during today's meeting. Stockholder proponents will have up to 3 minutes to discuss their proposal. Stockholders wishing to comment on any of the management or stockholder proposals will be limited to 1 minute. You do not need to form a line to ask questions.

Just raise the numbered card that was provided in the folder on your chair. Once Brian recognizes you, please move to the end of the call where a Bank of America teammate will hold the microphone while you speak. Please then state your name and the proposal you wish to speak about. As a reminder, to give all stockholders who wish to speak the opportunity to do so, please limit your remarks to 1 minute. The chime will sound when your time is up.

Again, if your remarks concern an item that will be voted on today, let us hear from you during the first comment period, so that your remarks may be considered during the voting process. I'll comment unrelated to the items voted on should be held until the Q and A session later in the meeting. If you have a personal financial matter to discuss, we have customer service representatives available at the back of the room to assist you with those matters. Anyone not following these procedures or the rules of conduct provided to you will be asked to leave the meeting. David Leach, our Global General Counsel has joined us today to assist with clarification of those rules

Speaker 4

if necessary.

Speaker 1

Thank you, Dave. I

Speaker 3

will now present the Corporate Secretary's report. Notice of today's meeting and the related proxy material or a notice of Internet availability of these materials were mailed beginning March 13, 2019 to all stockholders of record as of March 4, 2019. Proof of the mailing will be filed with the records of this meeting. Christopher Woods, a representative of Broadridge Financial Services has been appointed Inspector of Elections. Thank you, Christopher.

He has advised me that the holders of shares representing at least 87.5% of the shares entitled to vote are present in person or represented by proxy, which constitutes a quorum.

Speaker 1

Thank you, Ross. So, we declare quorum is present and the meeting has now convened. I'd like to recognize our Bank of America teammates for serving as proxies and ask them to stand. Andre Magaziner, our Treasurer and Sharon Milter, our Head of Small Business. Thank you, Andre and Sharon for serving.

Before we do that, I also want to recognize my mother is here. She has known me longer than all of you by far and my successes over Alright, so let's go to the proxy statement. We have 3 as we said, we had 4 management proposals. Number 1, to elect the director nominees. Number 2, to approve executive compensation and advisory non binding sale on pay resolution number 3, to ratify PricewaterhouseCoopers as the company's independent registered public accounting firm for 2019 and number 4 to key employee equity plan.

There are also 3 shareholder proposals that were included in our proxy statement to be presented. They were included in the proxy statement that you all received. After these stockholders have been presented, we'll have a comment period as Ross talked about on all proposed. The first stockholder proposal relates to the gender pay equity that was submitted by Ellen Cassily and Frank Conhouse. Julia Frost is here to present the proposal on behalf of Ms.

Cassily and Mr. Conhouse. As a reminder, you have 3 minutes, Ms. Frost.

Speaker 5

Good morning. My name is Julia Frost and I move to proposal 5 on behalf of Arjuna Capital asking for a report on gender and racial pay equity. This is the 3rd year that Arjuna Capital has engaged with Bank of America on pay equity and we have been encouraged by the progress so far. Last year, our company took important first steps by publishing statistically adjusted equal pay for equal work numbers, assessing the pay of men and women performing similar jobs and the pay of minorities and non minorities performing similar jobs. Bank of America reports women and minorities earn 99% of the compensation received by men and non minorities on this basis, yet the statistically adjusted number is only half of the story.

The other half is the median pay disclosure, which is the objective of this proposal. Median pay is an unadjusted raw measure used by the OECD to assess not only equal pay, but equal opportunity. Women in the U. S. Make $0.80 on the dollar versus men on this basis, African American women make $0.60 on the dollar and Latino women make $0.55 on the dollar.

So while adjusted equal pay gaps measure whether women and people of color are being paid commensurate with their peers for the work they are doing today, median pay gap measure whether these groups are holding as many high paying jobs within the company. Given the importance of this measure, disclosure of median pay is now mandated in the United Kingdom. For Bank of America's London branch, our company reported a 31% median pay gap, but notably our company has not published median information for its global operations. Today, investors are looking for transparent disclosure that allows us to benchmark results. Top proxy advisory institutional shareholder services recommends support for this proposal noting that disclosing the gender pay gap statistic would provide shareholders with useful information about how management is assessing and mitigating the risks that may arise from inequitable worker treatment and help shareholders track over time the impact of its diversity initiative.

Ultimately, this could result in improved internal recruitment, development and retention and of course promotional processes through a continued internal focus on reducing the difference in unadjusted pay gap for women and minorities. Thank you so much for your time and attention as we firmly believe our company is best served by a transparent approach to address median gender and racial pay equity. Thank you.

Speaker 1

Thank you. The next shareholder appraisal relates to shareholder action by written consent and was submitted by Mr. Kenneth Steiner. Mr. Kenneth Steiner is not here today.

My understanding is he has asked Mr. Hector Vaca to present the proposal. Mr. Vaca? Sir, please sit down.

I don't want to have to toss you out of here this year. So if you just if you're willing to sit down, we can have we'll have a dialogue with anybody about anything we do. Okay. Sir, you're out of order. Sir, you're out of order.

Mr.

Speaker 6

Baca, go ahead. Good morning. Proposal 6, right to act by written consent sponsored by Kenneth Steiner of Great Neck, New York. Resolved, shareholder request that the Board of Directors take such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize such action at a meeting at which all shareholders entitled to vote thereon were present and voting. 100 of major companies enable shareholder action by written consent.

Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. The ability of shareholders to act by written consent would give shareholders greater standing to have input on whether or not it helps Bank of America's reputation to be a leading financier of private prisons and immigrant detention centers. Wells Fargo and JPMorgan Chase recently changed course and announced they will no longer finance private prisons. This proposal topic won majority shareholder support at 13 major companies in a single year. This includes 67% support at both Allstate and Sprint.

100 of major companies enable shareholder action by written consent. This proposal topic would have received a vote still higher than 67% at Allstate and Sprint if most shareholders at Allstate and Sprint had access to independent proxy voting advice. Please vote yes. Right to act by written consent, Proposal 6.

Speaker 1

The last stockholder proposal relates to the shareholder proxy access and was submitted by John Chvedden. Ms. Frost, I think you're going to present this one also? Okay.

Speaker 5

Bear with me for one moment. I realized I just swapped those proposal ratings. So my apologies if you could just bear with me for a second.

Speaker 7

Thank you.

Speaker 5

Right to Act by written consent sponsored by Kenneth Steiner.

Speaker 1

That was last proposal. You need to go 7, I think.

Speaker 8

We are

Speaker 5

making the grand tour of shareholder proposals and my apologies. Proposal 7, enhanced shareholder proxy access, sponsored by John Chevedden of Redondo Beach, California. Resolved, Stockholders ask the Board of Directors to amend its proxy access by law provisions and any associated documents to include the following change. A shareholder proxy access director candidate shall not need to obtain a specific percentage vote in order to qualify a shareholder proxy access director candidate at any future shareholder meeting. Supporting statements.

At Bank of America, we now require a proxy access candidate receive at least 20% vote in order to be a proxy access candidate in the following 2 years. In other words, there is a 2 year penalty of a proxy access candidate, which does not obtain a 20% vote. This proposal is important because the shareholder proxy access candidate might not get a 20% vote even if he or she is most qualified candidate to join our Board of Directors. Shareholders may apply and may simply believe that at the time of the annual meeting that the company is not ready for a proxy access candidate and hence may vote against the candidate simply because the timing is not right. A year later, a majority of shareholders might determine that the timing is right and hence they should be able to vote for such highly qualified candidate.

Raytheon and Lowe's companies have adopted this proposal topic in 2019 and in response to a proposal just like this. Shareholder proposals such as this have taken a leadership role to improve the corporate governance rules of many companies. The following are just a few of the scores of companies that do not require a proxy access, director candidate to obtain a specific percentage vote in order to be a candidate in the following year. Citigroup, Ebay, FedEx, Goodyear, Home Depot, please vote yes on enhancing shareholder proxy access proposal status. Thank you.

Thanks, Ms. Crow.

Speaker 1

Now, we're going to accept comments just on these 7 proposals and we ask people to stick to that, because if we go off on things, I'm going to ask you to wait for the Q and A session, because we have to get this part of the meeting done. So, please stick to the proposals and the topics covered then. Raise the number if you want to speak on one of the proposals specifically and then one of my teammates will be out in the aisle. You can walk out in the aisle and we'll take them as I call you. So, does anybody like to speak on the 7 proposals, the 4 management proposals, the 3 proposals, gender pay, proxy access and written consent?

All right, hearing none, this concludes the comment on the items of the official release. And now the clear is open for each of the 7 items of consideration today's meeting. We didn't have any ballots, right? Did anybody end up with a ballot? Okay.

Last call on ballots. Okay, the polls are about to close. All the ballots have been collected. I now declare the polls closed. As we are going to tabulate the votes and finalize the official portion of today's meeting, I thought I would give you an update and as Ross said earlier, we will have some of our teammates talk about our wonderful consumer business.

So, let's start with where we start every meeting in the company, the placemat. This placemat, we've used thousands and thousands and thousands of times to describe our company. It starts with our question that we ask our communities, our shareholders, our teammates and everybody, all our clients and customers, what would you like the power to do? It then encapsulates our purpose and our values and then our eight lines of business and what they do. Importantly, it talks about responsible growth and you heard Jack talk about it earlier.

Responsible growth has 4 key elements. First, you have to win in the market. In order for us to show we're making progress in gaining market share and successful, we have to win in the market. 2nd, we have to grow in a customer focused basis. Everything we do puts the center the customer at the center of what we do.

3rd, we have to grow within our risk framework. We have to balance that growth with a risk management. And 4th, we have to grow in a sustainable manner. That has three elements that we attribute to. 1st, we have to be the best place for teammates to work, because our team is what drives this company and makes it successful.

The second, we have to share our success to our community. And the third, we have to drive operational excellence. Those are 4 tenants of responsible growth. So, we operate responsibly, we grow responsibly, but we do it with the franchise that is second to none. So, on the next slide, we will show you the leading U.

S. Footprint. On the left hand side, the footprint that faces off against people, of all different types general consumers all the way through affluent America and then the right, again small businesses all the way through the largest company. And as you can see, this is a leading footprint. It starts with the fact that we serve 1 and 2 households in the United States.

We have the number one deposit market share in every product and service we need to serve those customers well. The branch network that today covers 85% of the United States population and over the next few years, if you've been following the company, we will get to 90% of the U. S. Population covered with 350 new financial centers in places we don't serve today and 5,000 plus new employees. We have a leading wealth management team in the world, the Merrill Edge teammates, the teammates in Merrill Lynch and the teammates in U.

S. Trust are all talent teammates that lead our business. When you go to the company side, we start with small business and work all the way through the largest companies in the world. We serve more middle market customers in the U. S.

Than anybody else does, more small businesses and then we also work with those companies in U. S.-based midsized companies to operate around the world. On a global basis, we serve the largest companies and the largest investors in the world. We have a research platform in the backside up that's been number 1 and 2 in the business the last 8 years in a row. And we serve all those customers and clients not only with a high touch of all the people and talent we have, but with the high-tech of the digital platform.

As Jack mentioned early, 2018 was a record year for us. Net income grew by 38% to 33%. Earnings per share grew faster at 43% and we're able to use capital above what we needed to supply the core needs of loans and deposits and raising capital and helping our clients grow to reduce our share count by 5%. Top line revenue grew by 3% year over year and reduced our expenses by 2%. That creates a lower operating leverage of 6%.

As you can see in our operating model, growing revenues a little faster in the U. S. Economy, coupling that with disciplined expense management produces a great return for you as shareholders. But as we do that and that focus on efficiency and effectiveness and operational excellence, we invest heavily in the business and you can see some of the outlines here and I'll talk about them in a sec. On top of that, you can see that we've provided good returns to you as shareholders and our market cap has reached $290,000,000,000 As you think about that, that was 2018 and as we came through the end of the year, the discussion about whether the economies were slowing down, what would happen in 'nineteen became the discussion in the market.

As you can see, the Q1 2019, we continued that momentum. Net income up 6% year over year off a strong Q1 last year. Earnings per share up 13%. Operating leverage was 4%. Again, in the middle, you can see we returned $7,700,000,000 in capital in common shares and dividends, 1,500,000,000 dividends for the quarter.

And you can see that our stock outperformed the peers in the S and P in the Q1, market cap at $219,000,000,000 So, that reflects steady progress across a lot of years and what we're going to show you on the next slide is to talk about that progress. As you think through the company's history, in 2,008, it was an auspicious time, a huge mortgage operation and we acquired Countrywide. It took us a while to sort through that and we did. Once we got through that and the other areas out of the financial crisis, the earnings started to stabilize. Then we started to grow them and make them even more consistent and now we're growing them at a top tier level.

That earnings per share that earnings per quarterly earnings you can see here just keeps going up and up through the hard work of the team and what they have done. If you go to the next slide, you can see we did that through what we call operating leverage. Our job is to grow our revenues faster than our expenses and you can see here 17 straight quarters of unbroken operating leverage, never done the exact same way because the environment in the markets, the environment what's going on is different. The 17 straight quarters of operating leverage that extends past anybody in the business. That's coupled with a long history of expense management.

We started with $83,000,000,000 in expenses when the management team took over in 2010. We brought that down to a run rate of $53,000,000,000 and we told the world for 'nineteen and 'twenty will be flattish to that $53,000,000,000 number. Now that all seems and there is a lot of discussion about expenses over the years, seems easy, but just to give you a sense of size, the entire operating expense base of Coca Cola is around $30,000,000,000 And so we have taken out of our operating base the entire operating major companies in America in the world. Let's go to the next page. You can see that we've done that while investing.

Since 2010 and 2011 under Kathy Bisson's leadership, we decided we're going to double the spending we spent on what we call initiatives and we raised it to $1,000,000,000 at the time we run about $1,500,000,000 So even while those expenses are coming down, we're investing $3,000,000,000 a year in new code, 1,000,000 lines of code every week, a conversion every weekend, all that just goes on and on and on with cyber security and all those things, so that's been rising. We replaced all the major operating platforms of substance, including a new trading platform, which is coming on stream and providing great workforce. You can see here 25 times the order volume and 50 times faster speed in some of the platforms. The team that works for us has 3,400 patents and awarded more than any financial firms. At the same time, we are investing in our teammates.

Today, you may have seen we announced our Pathways program, which we started 18 months ago to hire 10,000 people from low and moderate income neighborhoods to 3 700 people in 18 months and we'll be at 7,000 by year end. So, it's a balance between tech initiatives and people and the talent we need to run the company. And then our physical plan, over the last several years, we've done every ATM will be done by the end this year. We build out 150 new centers. We are going to open 350 more in those run rates I talked about.

On top of that, 30% of our branches are now in my neighborhood. On top of that, we've refurbished we will refurbished almost 3,000 of them. We're about halfway through that. As you can see, we also invest in our digital capabilities. So here, we always talk about digital capabilities, it goes across all our businesses and who participate in the Expo, you can see it's not only for external constituencies, also for what we do internally.

So, one of the ways we've led the industry is to get people to think about it in terms of if you compare us against a lot of companies who think they are digital companies only, you can see these are good comparisons. 1,500,000,000 mobile channel interactions in the last quarter, dollars 1,500,000,000 you can see that the active users are 27,000,000 mobile, dollars 37,000,000 digital. The payments that you can see coming off our platform is $700,000,000,000 plus. Zelle, which we just put in the market a few years ago is now up to 58 $1,000,000,000 in the $58,000,000 transactions in the Q1, dollars 16,000,000,000 of amount. And you can see as a sales platform, if you were with mobile being a significant portion.

But as a bank, what do we do? We make loans, we take deposits. That's the definition of a bank. It's been the definition for a long time. So, if you think about the capabilities we have in our transaction banking across all the businesses, you can see the deposits across the last 5 years have grown $200,000,000,000 through consumers, wealth management customers, banking customers of all types.

And then you look on the loan side, supplying capital to those companies to grow, we take deposits and lend them out to our customers. You can see they've grown by $190,000,000,000 over the last few years And you can see all the segments have grown. We've done that while maintaining a risk. Remember, responsible growth has we've got to grow, we also got to do it with the right risk. This is our charge offs on the consumer side on the left and on commercial side on the right.

There is an old adage in banking. All the other banks always make the bad loans and no bank ever says they make them. So, what's happened since Dodd Frank and the stress test requirements under the federal statute, you get a lens every year into the entire banking system through the stress test. So, on this next slide, you can see what happens. Bank of America is a red line.

Every year, our losses have come down and are below our peers and that's been a lot of work. So we're building the business the right way and doing at the right risk. When you put that all together, you can see what's going on. We have a balanced mix of businesses that all contributed, whether it's our consumer banking teammates who have driven from basically almost doubled the earnings in the last few years, our wealth management teammates who have increased earnings dramatically in the business and have industry leading margins at almost 30%. Our Global Banking teammates, which is the lending and helping companies around the world and small businesses do a great job.

You can see it's gone up by $3,000,000,000 over the course of the years. In our markets business, which Tom Montag and team run that we keep to serve all the other parts of what we do has a consistent earnings stream despite if you think through the last 4 years, think of all the different markets we've gone and made money, we've done a great job. So, when you go to the next slide, you can see that with those businesses and put them together, you can see the metrics have improved. Return on assets, return on tangible common equity and efficiency ratio, running together all to where we're leading the industry across the different pieces. But now do you do it the right way?

Remember that sustainability, got to be sustainable, best place for teammates to work, you're going to hear the panel talk a bit about that, you got to be sustainable in the context that you share your success with communities and you got to be sustainable that you have operating excellence that fuels it all. We start when we talk about sharing success with our communities, we talk about being sustainable on our ESG, environment, social, governance and you heard Jack talk about the work he does with my colleagues and talking to Sheryls and describing what we do. Let's start with the bottom on governance. You saw the Board of Directors strong and diverse, 15 to 16 are independent, come from all different backgrounds and capabilities, some in banking, some in other fields, some in CEOs of large consumer companies, all different kinds of things. 30% are women, 63 have been CEOs that provide great guidance and capabilities to me to help run this wonderful company.

Inside the company, the team has an ESG committee that thinks about how we conduct ourselves and what we do and that committee is chaired by Vice Chair, Anne Panukin and Andrew Plepler works with her on these issues and these are the places we take the issues that some of you will ask about later. When you come through then, we say we're not smart enough to figure it all out, let's go to outsiders. That's our National Community Advisory Council. And then we have our environmental and social risk policy framework, which feeds what we do as a company. So that's our governance, that's how we decide what we're going to do led by the Board's guidance all the way through the management team and the committee of serving.

When you go to the top, you talked about the environmental commitment. 2 weeks ago or so, we announced the extension of environmental commitment. So a few years ago, we basically said we would go to $125,000,000,000 from $50,000,000,000 We achieved that about 5 years early. We now have announced $300,000,000,000 over the next 10 years. That will bring our total to $450,000,000,000 round numbers over the time we started 2017.

I'll give you the context of $300,000,000,000 In the Paris Agreement, the commitment by the world is about $100,000,000,000 in a year. You take $300,000,000,000 divided by 10, what's that equal? $30,000,000,000 This company is committed $30,000,000,000 per year for the next 10 years. Last year, we did $25,000,000,000 alone. So our commitment to environmental change is important to us.

We do that also not only by what we do in underwriting green bonds or providing financing for new energy sources, etcetera. We also do it by what we do and you can see here something that doesn't get talked about a lot is we've already committed and we will make 100% carbon neutral into 2020, 100% renewable electricity and a 50% reduction in our emissions at the same time. Those are goals we set many years ago and we've been measuring our progress towards it. When you go to the second part of sharing with the communities that see social programs, We think about that multifaceted way. 1st, where we serve, 30% of our branches today are in LMI neighborhoods and have been that way many years even as we've reduced the footprint.

I talked about the second thing we do and you saw some of it out there in the Charlotte community here is how we serve with our volunteer work. Our teammates do 2,000,000 volunteer hours a year and we have a lot less teammates and we still do 2,000,000, so they're doing more and more. On top of that, we as a charitable giver since 2010 when the team took over have given $2,000,000,000 in charitable contributions and we just increased after tax reform that to another $50,000,000 to $250,000,000 per year of charitable giving. In addition to that, how do we conduct the business? The $4,700,000,000 you see there is loans and equity investments in low and moderate income neighborhoods to help development, a large portion of that being around housing.

Since 2010, when the team took over, we have $35,000,000,000 $38,000,000,000 of LMI work done in the neighborhood. Then we say there are partial parts of communities that's hard for us to reach. They need a level of counseling, they need a level of work that is harder for us to provide. We go and partner with a thing called CDFI, Community Developed Financial Institutions. We have $1,500,000,000 that's out there to those, including ones with the Tory Burch that we do that we just went from $50,000,000 to $100,000,000 one's for veterans that we've done $20,000,000 worth is outstanding already on it and then one's for all the different attributes you think of.

Then as earlier as I talked about, we talked about hiring. From those same communities, we said we're going to serve you and we're going to hire from the community. We are now at, as we said, 10,000 people we committed to, we're now at 4,700 and we'll be at 7,000 by the end of the year. Now, those are all the things we do and do we get recognized? Does your company that you own get recognized?

This is the capabilities of the company overall, whether it's J. D. Power, whether it's Javelin and mobile and online banking, on the right hand side, you can see in the bank is the most innovative investment bank. Under Tom's team, the research team we talked about earlier, these are all recognition for what we received. The world's best bank in the middle of all banks in the world with best bank in 2018.

So, that's one way of recognizing. If you go the other way is, as we said, one of our core principles of responsible growth is to be sustainable, the core principle of that is to have best place for teammates to work. These are recognitions we get about being the best place for teammates to work. As you can look up there, you can see all the different awards, whether Bloomberg Gender Equality Index with leading financial institution on that every year it's been out. You go to the Fortune 100 Best Companies to Work For, you can look at the Catalyst Award winner that we received this year for the first time, the Veterans, Black Enterprise, Latina Style, Working Mothers, 30 consecutive years, best working best company to work for by Working Mothers.

That's the dynasty, 30 years in a row of being in the top. We'd qualify 50 years for Best Companies for Diversity Black Enterprise. These awards that we won year in, year out as we drive this company to be the best place for our teammates to work. And then we have if we go to the next slide, these are the recognitions for the communities we serve. You can start to see here the world's best bank, not only world's best bank overall, but world's best bank for diversity and inclusion in the last couple years.

You see the change of the world based on environmental programs, the only financial the top financial institution on the change of world list. If you see for giving back, it's number 2 on Fortune's list, one of the most just companies, they can see in the lower left. Each of these are awards that are now about how we support the communities and how we work. So, whether it's the work we do as a company overall, our confidence to our skill and our capabilities, whether work we do is the best place to work or whether work we do in the communities fall on that ESG, you can see it here. And then we're recognized by the market.

These are statistics, if you look back and you were here a year ago, you'd see that in 1 year, we outperformed every all the different bank indexes in the 3 year and the 5 year and these are numbers that are on scale that mean we went from $150,000,000,000 in market cap 5 years ago to $1,000,000,000 round numbers this year. So, these are not small numbers on the scale that we're working on. The team has done a great job in delivering. So, that brings us back to responsible growth. We have to grow no excuses, we have to do it on a customer focused basis, we have to do what we'll manage in the risk right way and we have to do it on a sustainable basis.

The best place for teammates to work, share success with our community and drive operational excellence and that's our company. So, let me now move to our preliminary voting results, so we can finalize the meeting and then we'll go to our panel. Ross, do you want to?

Speaker 3

Thank you, Brian. Our Inspector of Election reports on the following preliminary results. All 16 director nominees have been duly elected to the Board of Directors. The advisory vote on executive compensation and the amendment to our key employee equity plan have been approved and the appointment of PricewaterhouseCoopers has been ratified. None of the stockholder proposals received the required majority support.

Final voting results will be reported on a Form 8 ks filed with the Securities and Exchange Commission within 3 days of today's meeting.

Speaker 1

Thank you. So, now I promise you, you get a chance to hear from some of our leaders in the consumer bank. Dean Anthony runs that for us as one of the colleagues that works for me has a great group of teammates to support him in that business overall. It's a business that is but the scale it is huge. You can see here on the slide, 66,000,000 Americans bankless is only in the United States that we conduct a sit.

Trillion2 and assets we hold and man trusts us with to manage for them and make sure that they have available to conduct their daily lives. Revenue grew 9% to $38,000,000,000 last year, 'seventeen to 'eighteen generated $12,000,000,000 in after tax earnings. Net income was up 47% year over year. When you go to the next slide, sort of the consumer side of those accolades I showed you earlier, you can see a lot of awards here. There is 43 in total they won just for last year.

It would be quite an eye chart to put them all up there, but you can see and the interesting is the range of awards that go from high touch to high-tech to investment integrated with consumer banking to consumer banking and everything else. The team does a great job and every day, the 60 plus 1,000 teammates have worked direct in the consumer franchise plus tens of thousands of people to support the McAfee's organization and Bill Pappas and the team that works for me had a Digi vaccine that does the technology, those teammates come into the work every day 100,000 strong to do a great job for our customers and clients, support the communities they work in and have increased the customer scores and the work we've done every single year for the last several years. So, I'm going to ask the teammates to come up and join us and I'll introduce them as they're coming up. First, we have Holly O'Neill. Holly has been with the company for 23 years.

She is responsible for the satisfaction of $66,000,000 of clients across all Consumer and Small Business Group. She is in charge of making sure 24,000,000 times a day one of those customers contacts us and is taken care of well. She has 6,000 teammates to work directly for. She also makes sure their 66,000 do their job in terms of making sure the consumer business runs well. So, Hollie, thank you for coming.

Next, we have Cynthia Bowman. Cynthia Bowman is our Chief Diversity and Inclusion Officer Officer and we ask her today to speak broadly about not only that, but what we do to motivate and become the best place to work for 205,000 teammates who come to work every day with a very straightforward mission. We have to have a company where they can be all they can be once they walk through the door, no matter where they came from, no matter who they are, no matter how they got there. Cynthia leaves that for me and in the diversity and inclusion council and in each line of business, she makes the progress they do. At the end of the day, we have a very diverse company, half female and 45% of our teammates are racially ethnically diverse and over 40% of our managers are women in the top three layers of the company to give you a sense.

April Schneider has been here 11 years as Head of Consumer and Small Business Products. She has all the products that she works for to help drive that business that you talked about that had $38,000,000,000 of revenue and $12,000,000,000 net income after tax, But importantly, she does a great work for the 47 Main Consumer Small Business customers and driving them. So, April is one of our colleagues. And then Sharon Miller, who is one of our proxies, has been here with us 22 years and she runs a small business for us. At Bank of America, we have more small business loans and we a lot of people say, do you do small business loans and I kind of like, we have more small business loans outstanding than the SBA does and we make more every year.

I think last year, we did about $8,000,000,000 of originations just in your business loan right here. She made just 2,000 teammates that actually go out and reach clients every day, 11,000,000 customers. So I'm going to let them start the panel. Welcome.

Speaker 9

Thanks, Brian. So we're setting very high expectations for our consumer and small business team to make sure we have a client focused strategy and to make sure we have an exceptional and consistent experience for our clients, every single one of them, all 66,000,000 dollars that will give our clients the power to answer the question, what would you like the power to do? So key to our strategy are really 5 simple elements. First is rewarding our client relationships, making sure that we reward our clients who have a full relationship with us. You're going to hear from my colleague, April, who's going to talk about how we reward those relationships as well as how we make sure we have the must have solutions for our clients to make sure we make their financial lives better.

We deliver locally through 4,300 Financial Centers And across all of our solutions, our clients and our locations, we're committed to delivering an exceptional experience for all of our clients and make sure we have a culture that's obsessed with client care. And we do all this at the same time we're valued partners to the communities where we operate. So let's talk for a minute about building a culture where we're obsessed with client care. We really focus on 3 foundational elements. 1st is listening to our clients.

Last year, we deployed a program we call Voices, where we survey 90,000,000 clients and that information is fed back to our teams on dashboards that sit on the desktops of 45,000 people that tell them how they're doing. That is helping us to make the culture contagious. 2nd is designing a client experience end to end whether it's high-tech or high touch that's integrated for all of our clients. And last, but definitely not least, is making sure that every employee, no matter where they work, product, technology, operations, in our financial centers with our client service teams, have the mentality of being a relationship manager for our clients. We've returned 5,000 client servicing jobs to the U.

S. Over the last 4 years, so now all of our clients are serviced domestically. We also announced an investment in our teams raising the minimum wage and we're investing in our employee development across the board through our Consumer Academy. In 2018, almost 40,000 of our teammates completed learning curriculum to make them better for both our clients as well as for themselves. So we've also made a consistent investment in our communities.

About a third of our financial centers fit in low and moderate income neighborhoods. We've also designated 650 specific financial centers as community financial centers, where we can have a tailored approach to meet the needs of the clients that live in those communities. Our offering in local communities has a variety of components that together really provide a full suite of solutions to

Speaker 10

the clients. And 2 of the

Speaker 9

things I'm going to talk about today are our Better Money Hamids program as well as our Pathways program. The single biggest issue we've heard from our clients who sit in these low and moderate income communities is financial literacy. So we're in the process of certifying 650 Financial Centers to use the Better Money Home Habits program with our clients to make sure we're addressing their needs for improved financial literacy. The second component is our Pathways program, which targets partnerships with national and local organizations like Europe and the Boys and Girls Club to identify prospective employees who want a career with Bank of America. We connect these individuals to Consumer Academy, who develop a career path for these employees.

And today, about a third of our Financial Center employees come from low and moderate income communities. So as we set the bar higher for our teams, we want to make sure that we're closely connected to our communities. It's also important that we represent the people who live in these communities with a diverse and inclusive workforce. So I'm now going to turn it to Cynthia Bowman, who leads our diversity inclusion effort across the bank. Cynthia?

Thank Poly. Our goal

Speaker 11

is to make the financial lives better of our customers and clients one connection at a time. And at the heart of that connection is an employee And our goal for that employee is to work in an environment where they can bring themselves to work here at the bank. We do that by providing an inclusive workplace, by creating opportunities for employees and recognizing and rewarding performance and supporting employees' physical, financial and their emotional wellness. For example, we recognize and reward our performance and lead our peers with progressive pay. And we recently announced that we are raising our minimum wage to $20 per hour by 2021.

And we focus on equal pay for equal work regardless of gender or ethnicity. We also strive to create opportunities for our employees to grow their selves as well as their careers and support their emotional wellness. And lastly, we focus on a workplace where all employees can bring their whole selves to work. I would also like to talk about our representation where we are in a position of strength. And let me first state that we recognize that diversity is about everyone, our races, ethnicities, cultures, ages, styles, sexual orientation, gender identity, disability, status and experience.

But today, I want to focus on a few areas where we have driven progress that historically in industry have been underrepresented. Let's first talk about women. If you look at the stats on the slide, as Brian mentioned, our workforce is over 50% female, 46% of our management team is female as well as 41% of all managers and 5 members of our Board of Directors. In terms of racial or ethnic diversity, which traditionally has been discussed in industry as minorities, 45% of our U. S.

Workforce is racially or ethnically diverse as well as 37% of our managers as well as 19% of our Board of Directors. And we've also made great progress in the LGBT plus veteran and disability communities where we have visible allies in our company over 25,000. We're well on our way of hiring 10,000 veterans by 2020 and our support services organization now has over 300 employees with disability. But just because we have representation does not always mean that you have a diverse or an inclusive organization, and so we really focus on several key partners to enable that and those partnerships help us to support our ability to advance diverse talent. And what you'll see here is in 2018, we're really proud to say that 49% of all of our global hires were women, over 50% of our external hires in the U.

S. Were racially or ethnically diverse. From a campus perspective, we had a diverse cohort as well. The class was comprised of 40% female and was 45% racial and ethnically diverse. And as Brian mentioned, over the last 18 months in consumer alone, we hired 4,700 teammates from low to moderate income communities.

And finally, at the bottom of the page, we highlight some of our key partners, our strategic partners. And it's important to note, not only do we invest in these strategic partners, but we also hire at over 200 colleges and universities, including Historically Black Colleges and Universities as well as Hispanic Serving Institutions. And we recently signed on to the Congressional HBCU Partnership Challenge to even further strengthen our partnership with Historically Biac Colleges and Universities. As I mentioned before, inclusion is a key component of our strategy and how we drive a great place to work, and we have 3 areas that we focus on to drive an inclusive work. And I'm really proud to also say that our DNI Index, an index that helps us to measure our inclusive workforce, is the highest it's ever been across the bank.

First, our courageous conversations. This is a forum that encourages employees to have open dialogue on topics that are important to them and creates empathy and understanding around difference. 1 in every 4 employees at the company has participated in a courageous conversation. Next, our inclusion learning, where we explore inclusive leadership behaviors and topics that target our managers and our workforce and open more dialogue up on diverse issues and matters. Employees have participated in our inclusion learning to the tune of 500,000 participants.

And then lastly, our employee network, where we drive inclusion by encouraging our teammates to bring their full selves to work and a commitment to the community. We have over 11 employee networks, 250 chapters and over 140,000 memberships. So what I would like to do now is transition to April. I've talked a lot about how we drive sustainable growth by being a great place to work. I will now turn it back over where April will talk and continue to share the work we're driving in the consumer segment to drive responsible growth.

April?

Speaker 9

Thank you, Cynthia. So Brian talked a lot about results at the bank level. I'm going to focus specifically on the consumer bank. We have been following a really simple responsible growth plan over the past 3 years. This has led to now 21 consecutive quarters of positive operating leverage in Consumer and Small Business.

The entire team has been really focused and diligent and showing in our financial results. Revenue is up at almost $38,000,000,000 net income is up, expenses are down by 5% and while that looks like the smallest change on the page, remember that's over $1,000,000,000 in 3 years. Efficiency ratios have improved again and in the Q1 we're sitting at 45%. Client assets are now at $1,200,000,000,000 as Brian said in the Q1. And we've done this in many ways as he said as well, but a few simple ways I'm going to touch on is when customers are satisfied, they're going to stay with you and we're seeing that in better retention rates.

And then they're going to bring the depth and breadth of their relationships and we're seeing that as well. They're also going to tell customers why they should bank with us and we're seeing that in new and deeper client relationships. Let me take this one little deeper. We are growing deposits 6% and we are outperforming the industry in growth. We are also number 1 in consumer deposit market share, as Brian said, and we're executing on a very simple consumer banking value proposition.

We're bringing in new quality relationships. We're growing loans 7%. We are doing this across credit cards, across home loans, across small business and across new vehicle sales. We are number 1 in home equity originations. We are also growing client investment assets, up 18%.

We are doing this a couple of ways, strong client flows and market activity. And you could see running along the left hand side just some of the accolades that consumer bank has received amongst the other ones that Brian talked about. We're not just growing, we're doing this along a really strong credit risk framework with some of the lowest net credit losses in the industry. So we are growing responsibly. We have a commitment to our clients, to our employees and to the community and all of this has really positioned us as a leading financial services Through more than 4,300 financial centers, over 16,000 ATMs, which Ryan said are 100% cardless, which means if you load that debit card into your mobile wallet, you could transact as you would with any of our ATMs.

We have the number one digital bank before anyone even thought about building 1 out, we've had it on the strength of our award winning platform. We're constantly innovating. So in the palm of your hand or in the comfort of your laptop in your home, you could start a mortgage application or start investing. And if you're not quite ready to do that yet, we could help you get there with tools like spending and budgeting tools or better money habits like Hollie spoke about and you could do that on your own terms and we'll help guide you there. Our digital capabilities provide security for everyday banking on your own terms, on your own time and we have a lot of convenient features that you probably well know, but one makes transactions easier, I'll talk about 1, mobile check deposits, those are now 26% of our total deposits, which is essentially equivalent of the same amount of deposits we received in over 2,000 financial centers or 13,000 ATMs that is now an all time high for us.

And when we innovate, we think about making it easy for banking, more convenient or to more lending solutions, we are not just thinking about consumer clients, we are thinking about small business owners. Sharon Miller, the Head of Small Business will talk about this in more detail.

Speaker 10

Thanks, April. Small business owners are the driving force behind the U. S. Economy and economic growth. When you look at small business owners, there are 30,000,000 in the United States well, 30,000,000 businesses, 99% of those are small businesses.

They create 2,000,000 jobs a year, so they're important not only to our company, but to our local communities that we serve. And their spending power, dollars 7,000,000,000,000 per year, when you think about the power that they have in their local communities to really drive our economies forward. We are the largest small bank in the U. S. And the world.

We serve 11,000,000 small business owners across the United States. That's one out of every 3 businesses in the U. S. And so we have a very good pulse of what's happening in the local economies, and we want to better serve our business owners, and we do that every single day through our specialists in our financial centers. We have been very focused, as Hollie talked about, on our client experience.

We know that clients have a choice where they bank. And so over the past 3 years, we've added specialists to our financial center, over 2,000 business experts. So you can come into the center, talk about your plans to expand your business or to grow your business or buy another one. And that has been very, very successful for our clients, and we are seeing it in the scores that we're receiving. They know that they're getting value from Bank of America and they're receiving the advice and guidance they need in order to grow their business.

In our business, we have been focused over the past 3 years on 3 critical areas: 1, our people and we talked about adding specialists across the financial centers and we're doing that still. We're investing in our business. We've made investments in those people to make sure we have the right people across the desk helping our business owners. 2, our training through the academy. So when we do hire experts in our financial centers, are they ready to sit down across the desk from a business owner and provide that advice and guidance?

And we want to make sure that we're upskilling and giving the right professional acumen to all of our associates across the consumer business, and we do that through our academy. And then finally, through our digital capabilities. We've been investing in our digital capabilities, and you can see on this chart from 2015 to 2018, the different solutions that we've rolled out, our lending solutions, so clients can apply online for a business loan. They may not want to come into the center. They may want to apply after hours.

So they can do that now online. We've also launched our preferred rewards for business, which is our the same as our consumer rewards platform, and it is how we operate with our business owners to give them more value, more advice and to really benefit them from deepening with us at Bank of America. And we just finally rolled out our Business Advantage 360 this Q1 of 2019. We've already had 400,000 business owners get on to this platform. This is all about helping them manage their cash flow, which is the number one concern of business owners and why most of them, if they're going to go out of business, that's why.

And so we want to be there as their partner and their trusted advisor, both in person or online or over the phone. And so you can see from 2015 to 2018, our revenue has increased substantially, but we've also increased our client satisfaction from 68% to 84%. That's over 1500 basis points in the last 3 years. So as Holli said, we're going to continue this discussion around client experience and all we're doing across the consumer business to ensure satisfaction.

Speaker 9

So, similar to small business, the consumer business has also seen a large increase in client satisfaction, about 8 60 basis points over 3 years. So today, 82% of our clients are the equivalent of 54,000,000 clients are rating us a 9 or a 10 out of a 10 point scale. So we are really pleased with these results, but they're not good enough and we're going to set the bar higher and that bar is going to be 90% plus on the next leg of the journey. We've seen the improvements as a result of all the things we've talked about, designing an integrated end to end experience through high-tech and high touch, making sure we have a full solution set for our clients and at the end of the day, making sure we have the right culture across our business. And we have to do it right every single time across our 66,000,000 clients, 24,000,000 times a day, 9,000,000,000 times a year.

That's how many times we interact with our clients across a variety of channels, whether it's through our ATMs, looking into our financial centers, working with one of our client service teams. So as we set the bar and the expectations for our business higher, we have to deliver an integrated high-tech and high touch experience for our clients. April? So our goal here is to really engage with our clients in a way that's best for them and what we've been really doing is accelerating that high-tech, high touch strategy over the last 3 years with our site set on the next 3. And our investment in the digital space has certainly enabled efficiency for us, but importantly, it's really equipping our clients with critical financial tools that they need.

So you could still get advice and guidance when you engage on your mobile device or online banking. Clients get set up appointments, chat with an expert or ask Erica, which by the way is the industry's first virtual assistant and over 6.3 other clients are now using Erika for insights and transactions as well. They can make person to person payments using Zelle or Bank of America Zelle users are now 5,400,000. They get access to all the consumer products. They could take care of everyday banking transactions like making paying bills, again, all in your own timing.

And on the other side of it, if you want something more personal, which is we call high touch, access all of our financial centers, which are designed to create those more valuable personal client interactions. That's led by our team of 24,000 client professionals, which are doing that and engaging with our clients over 500,000,000 times every year for 1 on 1 interactions. And we're focusing here as well with even more investments in the next 3 years than we made in the prior 3. And you can see that in the lower hand right side of the page, we are hiring more client professionals. We are opening more new financial centers and renovating even more financial centers in the next 3 years than we have in the prior 3.

And hopefully by now you've all heard about and are more importantly even enjoying preferred rewards benefits, which is our very unique and holistic program that rewards clients across every product for having deeper relationships with the bank. There are so many benefits, including enhanced services and discounts and it's free to join. And right now we have about 5.5% clients enrolled in the program driving about 80% of our total asset growth. Clients like it and we know this because about 99% who join, stay in the program and most importantly stay with the bank. And what this means is overall, it's making our clients feel more valued, which makes them more valuable, which in turn we could reward our shareholders.

So when you think about that, it wasn't a short time getting here. It was no small feat. It took many years of very complex planning to build out that type of architecture to align to deliver meaningful rewards. So we've recently rolled out the next phase, which is a feature to the program, which allows all of our clients to view the rewards they have earned and use them in a feature in the online and mobile banking platform called My Rewards.

Speaker 1

So what

Speaker 9

does this all mean between what Sharon, Cynthia, Holly and I have said? We're all in on our commitment to client care. Holly has said that very clearly and Sharon as well And we have and will continue to invest in our people, our clients, our communities and our employees, as Cynthia said, and in technology, we're going to continue to do that. We're following through in responsible growth strategy that is ultimately clear. Brian makes that clear every time.

And through our client satisfaction scores, as you have seen, our high retention rates, depth of relationships that we're bringing in and continuing to focus on, our customers and our people continue to validate that. And of course, if you've ever heard Brian speak beyond today, have seen him written anything, he breathes it. He'll say to us, nice start, but he'll tell us to keep going and that's exactly what we're going to do.

Speaker 1

Thank you. Yes, one can be a gawg at the numbers that you see there in the method, but leave it to say that it's driven all by the operational excellence and the leaving nothing to chance at every interaction and every process and every procedure and reinventing it and taking that money and investing it and that capability this team has driven has produced wonderful results for you as shareholders, but unfortunately has produced wonderful results for our clients and customers and you should rest assured that that same drive is across all the businesses that you saw earlier in the slide. So, thank you, our teammates. Now we're going to move to general Q and A period. As a reminder, the rules of the meeting are still in effect, which is I recognize you come out the aisle, teammate will hold the microphone.

You have 1 minute to leave nothing to chance and our operational excellence, you'll see the screen will count it down for you. If you have something personal financial matter discussed, we're happy to take care of it. We've got teammates outside that can work with you on your personal account and they'll assist you. So, let's start with questions. Who would like to be first?

Number 28.

Speaker 12

Good morning. I am Justin Danhof. Bank of America is 1 of 38 companies that fund Planned Parenthood. Gallup polling indicates that when it comes to abortion, Americans are equally divided and let's not forget the racial element at play. Planned Parenthood was founded by noted racist Margaret Sanger who wrote, We do not want the word to get out that we want to exterminate the N word population.

I am not going to repeat what she said. How is her organization doing in carrying out this mission? According to one study, Planned Parenthood targets minority communities by placing nearly 80% of its abortion clinics within walking distance of densely populated minority communities. This leads to the result that even though Black Americans make up 13% of the U. S.

Population, 35% of babies killed in abortions are Black. First, can you confirm the Bank of America only funds Planned Parenthood through employee matching? What do you have to say to the many millions of pro life Americans who are deeply offended by your funding, many of whom are potential BOA customers, employees and investors? Finally, what do you have to say to the minority communities who have been insidiously targeted by Planned Parenthood?

Speaker 1

I have our teammates with Andrew, he can talk about the funding structure, but look, we have as you said, the world is divided on this issue and the 200,000 teammates and 66,000,000 customers, we obviously have customers that have points of view, but let's talk about how we have a process in terms of what we do. Andrew runs our ESG for the company. Yes, we

Speaker 13

have a very robust matching gift program. We make about 70,000 matching gifts. About 170 of those were to Planned Parenthood. Any eligible authorized by the IRS 501(3) is eligible for our program, including Right to Life Group. So we have diverse employees, diverse matching gift program.

Speaker 1

Thank you. Thank you, sir. That's it. Thank you. Next question.

Thank you. Thank you. Please sit. No, it's not why. Stop.

Next question. Sir? Next question, 177.

Speaker 14

Bruce Marks with NACA. Look, we're here because we wanted it's important that one stands up when the bank is doing the right thing. So, we appreciate, Brian, the work that you are doing, so that you can change lives with a mortgage and Bank of America has committed $10,000,000,000 to the best mortgage in America and the results are extraordinary, because when you can lend to working people and the staff that Bank of America does is extraordinary, because look at the results, that out of 60,000 loans, you have 85% of those homeowners are minority homeowners. When you look at that and you say that over 70% have a median income less than 80% and that mortgage, which is no down payment, no closing costs at a below market fixed rate and the performance is a foreclosure rate of 0.0021. So it's the best mortgage in America.

Speaker 1

Thank you, Bruce. And thanks to the homeowners for coming please. Thank you for coming. 66 or 99, I'm not sure which that was.

Speaker 15

Hi. My name is Britton Cleveland. I'm a Charlotte resident, and I'm here today on behalf of the Sierra Club to call on Bank of America to help protect the Arctic National Wildlife Refuge, as some of your fellow banks have already done. The Arctic Refuge is sacred to the Gwich'in people who have lived in the region for 1000 of years and rely on the porcupine caribou herd, which migrate and give birth on the coastal plains and they get 80% of their food security from this region. The Gwich'in remain unanimous in their opposition to development in the refuge.

Any company that invests in drilling will face enormous reputational risk and public backlash. Your brand would be associated with trampling on human rights, destroying 1 of the world's last attack wildernesses and further accelerating the climate crisis. This year, we've seen banks take action. Barclays Bank and National Australia Bank both issued new policies that explicitly rule out financing for the Arctic refuge.

Speaker 1

Thank you. And I'll ask Andrew to take a look at it. I'm sure it's something we looked at. Number 60 here.

Speaker 8

Let me express my thanks to you, Brian, today. Good to meet your mother again. We grew up in a very different house. I wish you'd been able to meet Doctor. King in his lifetime.

He would have been joyous to be in this meeting today. This is the New South, and we cannot take the branches. When I see Clemson play Alabama's big game in California, I don't just see bowl players. I can attend Clemson, Oregon Gardens the next year's first time or I can loosen Alabama or New South. You could not have had South come out in the morning time production in the Old South.

Other bankers and the movements and not the New York moving to Charlotte, SunTrust, Lee, V and T and the like. Let me first start to thank you for being a part of that. The gap to start has been the race gap, last resource gap. The leadership that you must put forth, I think, is evident Washington is moving on, of course, the vision, moving on, of course, of convergence. We need you in a very different kind of way.

I would like to thank you.

Speaker 1

And why don't you finish and close and I won't make you stand up again, just give them 10 more seconds just to close, I heard in closing. Yes, I was.

Speaker 8

I simply wanted to say to you today that we need you in a very different way. We were in Washington. The last 10 years, the bank profits were astronomical. The signs have gone up. If we could work with you to get the redirect to sign, 100 and 60,000,000,000 to a development bank, defined when it should not go to those who didn't who were not hurt.

We bail out the banks and not linked to lending and we need you to have lead a movement as a development bank to help those on structure that have been left out. Thank you

Speaker 1

so much. Thank you, Kevin Jackson. I can assure you that we are leading a movement not to pay fines more than anything else, but yes, the Reverend Jackson, as you know, our teammates and I work with a group of CEOs here in Charlotte working hard on this question of opportunity, how the opportunity task force that Andrea Smith led for the region and Michael Marzocano and others have worked hard on it. And you have a business community here and other places where I happen to work with CEOs and even at the national level that are committed to every aspect of opportunity from pre K to middle school, education stem to alignment of high school jobs to the jobs we need to work in community colleges to work in the programs that work hard with incarcerated previously incarcerated people to get them back in the workforce. So we will work with and I know you want to meet with that CEO group and talk to us about as you build out in Charlotte doing more work here.

So thanks. Next, Mike, 61.

Speaker 16

Good morning. My name is Michael Marcecano and I serve as President of Foundation for the Carolinas. My multidimensional experiences with the bank bear witness to your excellent customer service and extraordinary civic support. First, my wife and I are very satisfied customers holding bank accounts at the bank for over 30 years. 2nd, I direct a $2,500,000,000 foundation.

You manage 1,000,000 of dollars in our investment portfolio and your productive returns have enabled us to have greater impact. 3rd, I have the privilege of working side by side with many of your executive team members and your board members in their numerous volunteer leadership roles here in Charlotte and elsewhere. They serve with great strength, commitment and integrity. 4th, I applaud the generous stormtrophy commitments by the bank to many worthy causes, most recently in Charlotte's innovative affordable housing initiatives, cutting edge off of mobility strategies and synergy development. 5th, the foundation I direct holds your corporate disaster relief fund, which grants 1,000,000 of charitable dollars to bank employees in dire circumstances.

You care about your team and you treat them with dignity. I'm just here to say you're a great American company and Charlotte is proud to be your home.

Speaker 1

Thank you, Michael. 131.

Speaker 17

Good morning. My name is Kelly Presley, veteran wife, mother of homeschooling mother of 9, and I'm here representing Families Belong Together Coalition and your shareholders. Your bank claims that in 2019, environmental and social risk policy framework to conduct enhanced due diligence around private prison companies. The framework states that this includes a review of issues such as human rights, access to counsel, medical care, education and other necessary services, labor practices, incidences of violent sexual assault and other areas involving the management facilities administered by these companies. Even a cursory review of studies of private prison companies conducted by trusted authorities ranging from academic institutions to independent human rights organizations to the United States government turns up uncontrollable evidence of massive deficiencies at private prison facilities in each and every one of these areas.

Speaker 1

Okay, thank you, Matt. I got to ask Andrew to talk a little bit about the private prison issue you've raised, because his team, the ESG committee with Ann has worked hard on it to try to figure out the engagement we have with these companies and other experts. Andrew?

Speaker 13

Sure. Thanks, Brian. Thanks for the comments. It is a highly emotional issue and we respect that. And as Brian mentioned, we have been extremely engaged in the conversation.

Our ESG committee is the umbrella where we have these discussions across the company under Ann Spinnaker's leadership. We debate all of these issues. We learn as much as we can about them. We have the environmental and social risk framework that you referred to and then we go deeper. We engage ultimately policymakers are going to have to take on the criminal justice issue more broadly as well as immigration reform.

While that's happening, we are engaged in the due diligence through the risk framework and through extreme extensive engagement with stakeholders, civil rights leaders, criminal justice experts, academics and the clients and companies. And I can assure you it is a very robust process. We take the issue very seriously. We're sensitive to everything you've raised and we respect your input. So thanks.

56.

Speaker 7

Cynthia DeBartolo, CEO of Tigris Financial Partners, woman owned investment bank and broker dealer, Head of the Steering Committee for Rainbow Push. We want to applaud Bank of America's efforts to make tremendous diversity and inclusion among your workforce. It's been a priority that you set forth and you've been obtaining that goal. Also among your C suite and your Board, you continue to increase diversity. We would ask that you try to use minority owned firms, women owned, Hispanic, disabled, that African American firms in your capital markets transactions with more than 1,000 transactions done both in debt and equity last year, approximately $270,000,000,000 in value.

We feel there is room for talented minority owned firms to participate. Also with the in common stock that's bought back each year for Bank of America, we will request that you consider the participation of minority and women owned firms to help you with that trade execution? Thank you. Thank you.

Speaker 1

We'll take that under consideration. 60?

Speaker 5

Hello again. Julia Frost from Argenite Capital. I want to thank and recognize Reverend Push Coalition. Grateful for their presence here today.

Speaker 15

We would like to go

Speaker 5

on the record saying that our firm stands with Planned Parenthood and is grateful for Bank of America's support for that organization. Planned Parenthood provides vital services to millions of women every year covering reproductive and sexual health, breast examinations and PAP tests. An estimated 1 in 5 American women will visit a parenthood center during her lifetime. We are not alone in our support. Public opinion polls consistently show that 65% to 70% of Americans support choice.

A recent poll from the Kaiser Family Foundation founded that 75% of the public supports federal funding for Planned Parenthood and that this support cuts across party lines. Numerous other surveys conducted by reputable polling services.

Speaker 1

Thanks for your comment.

Speaker 4

Thank you. I'm here representing the Center For Climate and Energy Solutions, which is a non profit NGO dedicated to climate solutions. Our strength of Bank of America's efforts to address the energy transition needed to combat climate change. First, it is important to highlight the depth of the Bank's commitment to this effort. As a member of the NCAC, I have the opportunity to discuss complex issues around climate change directly with you and Finooka as they attend our discussions.

These discussions are robust and cover the landscape of the issues surrounding the long term need to decarbonize. For example, the bank has recently committed to mobilize $300,000,000,000 in low carbon financing by 2,030 while making commitments like this. The bank is also reducing its own carbon emissions.

Speaker 1

Thank you, sir. Thank you. 21?

Speaker 18

Hi, good morning. My name is Robert Bird. You might find it refreshing to know that I'm not here with any agenda or any prepared comments, simply a question and some comments. I note that PricewaterhouseCoopers has been the audit firm for this bank for 60 years. Curious as to whether or not the bank at any point in time or currently is doing anything to evaluate the alternatives perhaps choosing another firm by going out proposals in order to either reduce costs or improve services?

Just curious as to where the bank

Speaker 1

is going? Well, we always have to think about multiple dimensions of that question, which is the cost of implementing a change, the consistency of understanding that people understand the company and inefficiency you get out of that. So, I think over the last 5 years, our audit costs per year have probably come down by $30,000,000 to $40,000,000 a year as we simplify the company and gotten through the stuff. So, we look at it, we think about it. There is some practical work and issues of who could take it on, because there is conflicts and other issues that we have and but we do have to think about it and thank you for your comments, but we do rest assured we work them pretty hard about how much they get to charge us for the opportunity to be with our company.

59 You don't get $30,000,000,000 of cost out without everybody given to the office.

Speaker 11

Good morning. Over the past 5 years, I've grilled you on gender quality, outsourcing and efficiency ratio, just to name a few. I just want to say that I'm very pleased with the progress that you've made and especially with your advocation for women. While my shares are still depressed from what they once were and won't be enough to pay for my college, I look forward to seeing where you will leave this company and hopefully will one day be able to use those shares to rescue me from my student loan debt. Thank you for all your hard work.

Speaker 1

Thank you. Good luck in college next year. 65?

Speaker 6

My name is Hector Raca. I'm with ActionSC and I'm here on behalf of Corporate Backers of Hate campaign and Families Belong Together and Bank of America shareholders. As you consider matters of executive compensation, I'm here to raise a serious concern about the bank's practice of financing private prisons. Over the last 2 years, communities across the country have stood up against private prisons and those who financed them. Last September, the Families Stolen Together Coalition and more than 100 organizations representing tens of millions of people have held National Days of Action urging Wells Fargo and JPMorgan Chase to stop financing private prisons.

We are happy that both Wells Fargo and JPMorgan Chase have announced they will no longer finance these prisons. The industry is moving away from this industry, which profits off of the pain of our communities. In fiscal year 2016 2017, 22 people died in immigrant detention centers, both of them in private facilities. So we urge you to commit immediately to stop financing private prisons by committing to not refinance existing agreements with any private prison companies, not answer any agreements with any private

Speaker 1

prison companies? Thank you.

Speaker 6

How long are you going to

Speaker 1

do this? Sir, Andrew spoke to the work we're doing on it and if you go to the issue of immigration, we have been an advocate of comprehensive immigration reform for many years and that's what needs to be done, because we need to get there is probably 12 years ago, 10, 12 years ago, there was a group of 8 as they called themselves or gang of 8 that put together bipartisan legislation to variation statutes and we believe firmly that should be passed, it's not a question. That's the It's specific, but Andrew told you, overdue. 152.

Speaker 19

Gary Burgess, shareholder, 20% of our directors get paid more than 20% of the President and you get paid 56 times that of the President. Do our directors work more hours than the President? And can you give us an example of a decision that you've made that is of equal importance that some of the decisions that our President has

Speaker 8

to make?

Speaker 1

I think that we have a talented group of directors. We look at the compensation committee, not us, but the compensation committee and looks at compensation for those directors based on their time commitments, based on competitiveness of getting these directors to be our directors. They do a great job. They spend a lot of time on this not only physical time in meetings, but emotional time making sure that they are thinking through and preparing for it and I think they do a great job. And I we are within the peer group of a large company, There is only 6 companies in the United States that are more than $15,000,000,000 4 years in a row.

This is one of them. This is one of the largest, most impactful enterprises that the world knows and these directors do a lot of work to do that. Comparing them to the public servant who has taken a different path in life, whether it's a congressman or a judge or that's a different question. And many of these people have served in public roles and they do it again, but that's not a comparison. So, they do a great job with comparing.

And my compensation is set by them and you just saw that 96% of the shareholders actually own our company and make the decision, made a decision and they've done it for 10 years in a row. Thank you. My mother taught me some judgment along the way, right, Jack? Any other questions or comments? Yes, sir.

Speaker 19

Few things I noticed in the Charlotte Observer is that we froze the bank accounts of some American citizens and we also paid $8,900,000 settlement for allegations of failure to disclose conflict of interest to customers, were any of those associated associates terminated with results of doing the wrong thing?

Speaker 1

Sir, individual cases are complex. A lot of times, we pay a fine just because it costs us more to defend ourselves. So, I would and that's kind of Reverend Jackson's point.

Speaker 19

You're answered last year saying that anyone that failed to

Speaker 1

We look at every case of conduct, take action in every case. Thank you. Any other questions? 28?

Speaker 12

Just to follow-up with Andrew. If Planned Parenthood itself says that you guys directly funded its Centennial Gala in New York City in 2017 and then directly what's the largest?

Speaker 1

I've got a big suggestion for you. I want you and Andrew talk after this, because the rest of the people, I don't think it's it would just be more efficient. So why don't you talk to Andrew afterwards? Thank you. It just would be more proficient and the rest of the people won't be sitting here listening to a dialogue.

Thanks. 152.

Speaker 19

You should be on record. Last year, you indicated that any employee that failed to meet his or her commitments to a customer would be terminated. So again, I asked were any of the employees terminated and you didn't answer my original question of do they work longer and do you have an example of a decision?

Speaker 1

Yes, if an employee does something wrong in this company, we take care of it. We report the results all out to the Board. Think sometimes it's discipline, sometimes it's termination. He wants to be fair and judicious and thoughtful. Any other comments or questions?

65?

Speaker 6

Earlier, when you responded to my comment, you had said that the person already answered. All I heard was that you're studying the issue and that you want Congress to take up the issue. Nowhere did he mention what responsibility you will take for the private detention centers where people

Speaker 1

are dying. He said we'd study the issue. That is overdo. The issues,

Speaker 6

Doctor. Davis, phone your money away from the issue. You're asking us to

Speaker 1

give the answer. We haven't gotten the answer yet. Thank you. Any other questions or comments? Seeing none, the official meeting is hereby adjourned.

On behalf of Jack Bovender, our Board of Directors and the rest of our management team, thank you for being a shareholder and we look forward to seeing you in 3 65 days. Thank you.

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