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AGM 2018

Apr 25, 2018

Ross E. Jeffries, Jr.
Corporate Secretary, Bank of America

Good morning, welcome to the 2018 Bank of America Annual Shareholders Meeting. I want to thank everybody in the room for being here and sharing their time with us. I also want to thank those who are joining us in the webcast. You have received a copy of the agenda when you came in. The rules of the meeting are now in effect. I declare the 2018 Bank of America Shareholders Meeting is now called to order. You just met our board of directors as you saw the video of Responsible Growth. That's a video that we have. We show our teammates to begin all our meetings so that everybody can see from the board on down how we drive the company, and we'll talk about that today. I would like you to meet the board of directors officially, could our board stand up and introduce themselves?

Shareholders of Bank of America, here's your board of directors. As part of our governance structure, we have Jack Bovender, who's our Lead Independent Director, Jack does a ton of work for our company, ensure that we have the best governance, the best capabilities, and we follow that. Talks to a lot of our shareholders. I was going to ask Jack to open the meeting with a few words. Jack?

Jack Bovender
Lead Independent Director, Bank of America

Thank you, Brian, good morning to everyone. Welcome also to our 2018 meeting. On behalf of all the independent directors, thank you for being here today, thank you for your support and involvement throughout the year. Last year, through our strategy of Responsible Growth, Bank of America earned $18 billion. We returned nearly $17 billion to you through common stock dividends and share repurchases. Shortly, Brian will update you on the results from last year and the growth and the progress we see this year. The independent directors engage regularly with Brian and the leadership and management teams about the issues the company faces and the environment in which we operate. This drives our annual strategic planning process and our ability to assess the company's performance. The directors also meet regularly with stockholders to solicit their input.

In the past year, independent directors engaged with shareholders representing more than 30% of our outstanding shares, providing to us valuable perspective and insight to help govern and guide the bank. I look forward to continuing our discussions in 2018. As you have seen in your materials, our annual report describes how we integrate our environmental, social, and governance activities into our eight lines of business to drive this Responsible Growth. By combining our financials with information about how we make it easier for clients to do business with us, how we make Bank of America a great place to work, how we support communities around the world. This is highlighted in our values and commitments. We made great progress in 2017 and are well-positioned in 2018 to continue delivering long-term value to all our shareholders.

Thank you, all of you, for your investment in the company and for placing your trust in us. Thank you.

Ross E. Jeffries, Jr.
Corporate Secretary, Bank of America

Thank you, Jack. Thank you, Jack. Thank you for all the work you do on behalf of all our shareholders. Now I want to introduce Ross Jeffries, our Corporate Secretary. Ross is going to review the meeting rules and present the Corporate Secretary's report. Ross?

Speaker 15

Save our grandchildren. Stop funding the Atlantic Coast Pipeline. Save our grandchildren. Stop funding the Atlantic Coast Pipeline.

Ross E. Jeffries, Jr.
Corporate Secretary, Bank of America

Ross?

Speaker 15

Save our grandchildren. Stop funding the Atlantic Coast Pipeline.

Ross E. Jeffries, Jr.
Corporate Secretary, Bank of America

Thank you, Brian.

Speaker 15

Save our grandchildren.

Ross E. Jeffries, Jr.
Corporate Secretary, Bank of America

Good morning.

Speaker 15

Stop funding the Atlantic Coast Pipeline.

Ross E. Jeffries, Jr.
Corporate Secretary, Bank of America

There are four items that we'll consider today for stockholder votes, three management proposals and one stockholder proposal. After these items are presented, you'll have a chance to comment on them. When that portion of the meeting is completed, we'll tabulate the votes. While we wait for the results, there will be an update on the company. Following the presentations, we will announce the preliminary results of the votes. There will be a general question and answer period for issues unrelated to the proposal. Most of you have already submitted your proxy to vote on these matters, and you do not need to vote again unless you want to change your vote. If you want a ballot to cast your vote, please raise your hand now. Few items to keep in mind during today's meeting. The stockholder proponent will have up to three minutes to discuss her proposal.

Stockholders wishing to comment on any of the-

Speaker 15

Bank of America is profiting off of methane infrastructure, which is producing climate change.

Ross E. Jeffries, Jr.
Corporate Secretary, Bank of America

Sir, we'll have a question and answer period. Sir, you're out of order, please. Look, we're trying to get a shareholders meeting done. There will be a question and answer period if you can make your points there. Stockholders wishing to comment on any of the management or stockholder proposals to be voted on today will be limited to one minute. You do not need to form a line to ask questions. Just raise the numbered card that was provided in your admission package. Once Brian recognizes you, please move to the end of the aisle where a Bank of America team member will be holding a microphone. Please then state your name and the proposal you wish to speak about. To give all stockholders who wish to speak the opportunity to do so, please limit your remarks to one minute.

A chime will sound to remind you 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 Q&A session so that your remarks may be considered during the voting process. All questions unrelated to the items voted on should be held until the second Q&A session. If you have a personal financial matter to discuss, we have customer service representatives available at the back of the room to assist you on those matters. Anyone not following these rules of conduct will be asked to leave the meeting. David Leitch, our General Counsel, has joined us today to assist with clarification of these rules if necessary. Thank you, David. I will now present the Corporate Secretary's report.

Notice of today's meeting and the related proxy materials, or a notice of internet availability of these materials, were mailed beginning March 12, 2018, to all stockholders of record as of March 2, 2018. Proof of the mailing will be filed with the records of this meeting. Belinda Massafra of Broadridge Financial Solutions has been appointed as Inspector of Election. She has advised me that holders of shares representing at least 88% of the shares entitled to vote are present in person or represented by proxy, which constitutes a quorum.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Ross. I declare a quorum is present, this meeting is now convened. I'd like to recognize our Bank of America teammates who are serving as proxies and ask them to stand. First, Marcy Hingst, who is our Deputy General Counsel over our Consumer & Small Business. Marcy, thank you for serving. Then Bernie Mensah, who is the Co-Head of our Global Fixed Income business on a worldwide basis and also is recently appointed the President of BMEA. Bernie, thank you. We're ready to consider the four items that are up for vote in the proxy statement. The management proposals are, number one, to elect our director nominees. Number two, to adopt an advisory non-binding say on pay resolution. Number three, to ratify the services of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2018.

As you saw in the proxy, there's one shareholder proposal that was included in our proxy statement that will now be presented. After the stockholder proposal has been presented, we will have a Q&A session that will be on the proposals and cover those matters. As Ross said, later on, we'll have a general Q&A for broader questions. The stockholder proposal relates to requiring the Board of Directors to have an independent board chair and was submitted by Mr. Kenneth Steiner. Justin Briscoe is here to present the proposal on behalf of Mr. Steiner. As a reminder, Ms. Briscoe, you'll have three minutes. Could Ms. Briscoe, please? There you are.

Justin Briscoe
Shareholder, Private Investor

Thank you. Good morning. This is Proposal Four for the independent board chairman, sponsored by Kenneth Steiner of Great Neck, N.Y. Shareholders request the board of directors to adopt as policy and amend the governing documents as necessary to require henceforth that the chairman of the board of directors, wherever possible, be an independent member of the board. The board would have the discretion to phase in this policy for the next chief executive officer transition implemented so that it is consistent with existing agreements. If the board determines that a chairman who was independent when selected is no longer independent, the board shall select a new chairman who satisfies the requirements of the policy within a reasonable period of time. Caterpillar is an example of a company changing course and naming an independent board chairman.

Ironically, Caterpillar opposed a shareholder proposal for an independent board chairman at its 2016 annual meeting. Wells Fargo also changed course and named an independent board chairman in 2016. This proposal topic won significant 32% support of Bank of America in 2017 in spite of the lopsided amount of money spent in its opposition to it. Please vote to enhance board oversight of the chief executive officer independent board chairman, Proposal Four.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Ms. Briscoe. Now we'll have questions or comments that deal directly with the four proposals in the proxy statement. If there are any questions or comments, remember Ross said to raise your number. I'll call on you, and you can come out to the end of the aisle. Any questions on the proposals themselves? Okay. I'm going to open the polls for voting. We will begin the voting. If anybody had a ballot, please fill it out now. I declare the polls open for each of the four items of business for consideration at today's meeting. Any ballots? I didn't see any ballots. Did any ballots get submitted? If you have a ballot, raise your hand, and we'll collect it now. Hold on. I know we had one here. Any other ballots? Anybody to vote in person? Okay, we're still waiting for the one.

I think we have one over here, too. Any other ballots? Okay, thank you. The polls are now closed. We're going to adjourn the official portion of the meeting while they do the reconciliation of votes, and we're going to talk a little about your company. What I thought I'd do is talk a little about how we did in 2017 by driving responsible growth. We generated earnings of $21 billion, $18 billion after the charge for the new tax act, up 18% year-over-year. On a per-share basis, we grew the earnings by 23% as we used capital to reduce our share count. We increased the capital return to you by 142%, you can see, through a combination of shares repurchased and a 50% improvement in the dividend. The market rewarded those activities.

You can see on the right-hand side of this chart that for the one-year return in 2017, we returned 36%, outperforming the peers in the market indices. As we announced a few weeks ago, that momentum carried to 2018. A couple weeks ago, we announced earnings for the first quarter of 2018 were nearly $7 billion, an increase from the same quarter a year ago of 30%. EPS increased 38%. This was the first quarter under the new tax laws, we had a lower tax rate. But on a pre-tax basis, which obviously would be before that was effective, we grew our earnings 15%. You can see the significant increase in the capital return to you in both dividends and share repurchases. We outperformed our peers in the first quarter from a shareholder return perspective and the broad markets generally. We've also been driving up our performance metrics.

You can see here in the first quarter, the return on assets of the company reached 1.2% and return on tangible common equity reached 15.3%. On the right-hand side, you can see our efficiency is now such that it takes $0.60 to produce an incremental dollar of revenue. When you think about the various constituencies we serve, we get recognition from all of them. First, the market recognition. This now shows you from short-term first quarter to long-term 5 years, our performance against the S&P, the U.S. large bank peers, et cetera. In every case, we've outperformed them across the board, both on a short-term and long-term basis. If you look at the market and how it recognizes, you can see the ratings from the analysts that cover our company.

30 people write on our company, 22 of them have buys, 8 holds, and no sells, and you can see that's better than our peers. When you think about our debt investors, you can see our credit spreads continue to come in and are at the top of the peer group. You can look at the right-hand corner and see the rating agencies who upgraded us towards the end of last year. When you think about our capabilities and being recognized by people with the capabilities our teammates bring you every day, you can see these on this page. You can see, for example, our company's mobile banking app is the first-ever app in the Apple App Store to be certified by J.D. Power of any kind. Our online broker platform, Merrill Edge, is recognized as an industry leader.

We have a top cash management platform, a top wealth management advisory platform, and a top research platform supporting our institutional customers for 6 out of the last 7 years in the world. We also have a core constituency, our teammates, and we've been recognized for being one of the best places to work. Later on today, we're going to have Sheri Bronstein and a panel of experts take you through some of the work we do here. For those of you here in Charlotte, you would have seen it outside in the trade show. Here on this slide, you can see some of that recognition. Best place for working mothers and fathers, best for veterans, best for diverse associates of all kinds.

In addition to our debt investors, our equity investors in the market generally, the business line capabilities, and the employment capabilities, we're also recognized for another constituency which we have, which is our communities. Part of our purpose is to help our communities be successful where we serve, and here you can see some of the things we do. We do this by driving responsible growth, and we can see the success we've had in the communities here. Now, when you think about that success across everything, and the board talked about it earlier in the video, we do this by driving responsible growth. This is a placemat. Those of my teammates here have seen this literally hundreds and hundreds of times. This is how we run our company. This is how we lay it out on one piece of paper. You start with the values.

You have our purpose, responsible growth, and our eight lines of business. At the top, it simply states, we come to work every day, deliver our values, deliver our purpose, and drive responsible growth through our eight lines of business. What's key is this doesn't change. This is a core foundational principle we run this large company to make sure people know what we do. We also have to have a successful business mix. As you can see here, we have one of the best financial services franchises across the globe. In the U.S., as you heard earlier in Arnold Donald's comments, we serve one in two U.S. households, and we have a leading market share in what's important to those households, their transactional business or deposits.

Our industry-leading digital capabilities are combined with a leading physical network make us extremely effective competitor, which will serve us well in the future as shareholders. We also have our businesses of Merrill Lynch and U.S. Trust that serve affluent America. On the right-hand side, you can see the global platform. 35 countries covered. 80% of the Fortune Global 500. A platform that can serve them and serve them well. We're one of the leading middle-market companies, for middle-market companies, lenders to middle market, and we provide insight to some of the greatest investors. How are we doing on responsible growth? Well, as I said earlier, it has four tenets. You have to grow and win in the market. You have to grow with a customer-focused strategy. You have to stay within your risk framework, and you have to grow in a sustainable manner.

Sustainable has three core elements to it. Best place for teammates to work, have the best people, sharing our success to our communities, and driving operational excellence. Let's take a little scorecard on how we're doing on these items. First, remember, first and foremost, we're a bank. At the end of the day, one of our core purposes is to take deposits and make loans to help our clients be successful. If we do this well, we're going to have strategic success. As you can see, we're growing deposits here by $41 billion. $38 billion came from our strong consumer business, which grew deposits 6% year-over-year. In our business lines, we grew loans by an aggregate of $45 billion first quarter last year to first quarter this year. We're growing, no excuses. We're also doing that while we continue to innovate.

Here you can see the investment we're making as we do all the work we talked about in all our businesses. Here we talk more about the consumer business, this investment and the principle behind this investment go across the whole platform. We increase our digital capabilities. At the same time, we keep and increase our physical capabilities. High touch, high tech, more relationship managers, more teammates in the field to serve customers across all the businesses, and more digitization to meet the needs of customers and demands. Our digital banking trends are one example in the consumer business of how this all works. We're the industry leader here. You can see in all these metrics the year-over-year growth across the four quarters shown, the first quarter of the last four years, you can see the growth. We have 35 million digital users today.

25 million access through their mobile devices. The total payments made now by those customers now exceed half the payments made by consumers in the U.S. in digital means. Consumers of Bank of America in digital means. The person-to-person payments you can see on the far right, now up to $9 billion last quarter. The mobile channel usage, 1.4 billion logins to the mobile applications and mobile digital channels in the first quarter, 1.4 billion in a quarter. You can see the deposits. You can see them growing at 24%. That's the amount of deposit activity goes through 1,200 of our very strong and capable financial centers. Behind all this, you can see the digital sales numbers continue to grow. We're running about 26% in digital sales. We are growing, no excuses. Second tenet of responsible growth is to grow within our customer-focused strategy.

We limit our strategy, as Frank Bramble said, to the core needs of our customers, to those eight lines of business and what they need from Bank of America. That has resulted in us having industry-leading positions across each of the businesses. You can see in our two consumer businesses here, our wealth businesses, our commercial banking businesses, and our markets businesses. Each of these businesses, as you read the statistics, you'll see the industry-leading positions. We're not resting on that. In every one of these businesses, we continue to improve our offerings, our capabilities, our service standards every single year. We're starting from these powerful positions. In our mind, this is a great start, and we have to materialize on improvement every day, every month, and every year. With that, the businesses continue to improve their results.

You can see here each of the lines of businesses' earnings have been growing. They earn well above their cost of capital. When you compare them to their peers, they have near-best efficiency ratio, we're growing. On the right-hand side, you can see some of the statistics that they've accomplished over the last year or so. The third element of responsible growth is you got to grow within a risk framework. Mostly when people talk about banks, they talk about credit risk, there are many types of risks, and you heard Jack talk about this in the video. Operational, reputation, liquidity, market, conduct, all the other types of risk we have to manage well. If we manage those risks well, we'll have a safer, sustainable, and optimized return for our company.

If you look here on the credit side, whether it's in our consumer businesses or our commercial businesses, you can see the net credit losses improved dramatically and have stayed very stable over the last several years. This is while we're growing portfolios and continuing to expand the company. That's the past view. There's also a future view we talk about, and you get to see every year, and that's the Fed stress test. Each year we submit our documents. We have submitted, we haven't heard back this year. Each year, you can see the losses that are estimated by the Fed going into a deep recession without any warning or ability to change your business model. You can see every year our losses continue to come down, and we lead the industry on that.

The fourth element is, are you doing this on a sustainable basis? You got to grow responsibly, you got to be sustainable. As I said earlier, there are three basic things. Operational excellence, be the best place for teammates to work, and sharing our success with our communities. The first question of operational excellence, to fund all that investment and all that work, we have to continue to reduce expenses and reposition. We've done a very good job here. As you can see, it's almost a decade of constantly reducing expenses while growing revenues. In 13 of the last 14 quarters, we've had year-over-year expense reductions. That produces what we call operating leverage. Why is operating leverage good? If you grow your revenue faster than you grow your expenses, that's a good thing.

If you keep doing it, that's that flywheel that provides the investment dollars for us to make those long-term investments. Now, how we do this is by hard work. We simplify and improve the company. We automate manual processes. We continue to reduce unneeded work. We get out products and services which aren't core to our customers, and we continue to reposition those expenses to more innovation and more exciting things for you, our customers, and for your shareholders. The first is to drive operational excellence. The second then is to be sustainable. We have to share our success with our communities. Here at Bank of America, we call that our ESG commitments, environmental, social, governance.

When you look at the environmental commitments our company's made, we're halfway through in four to five years, a 10-year program to commit $125 billion to help the world make the transition to new energy source. This is a business for us. We do this by materializing in all the things we do as a company. We do it by investing across the globe. We do it by the changes we help customers make in their business models and plans. All this is driven to help the transition. The other thing we do in the social side, as we call it, that's environmental. Social is what we do from a standpoint of our charity and philanthropic work. We have $200 million a year we give to charities to support those local communities. Our teammates volunteer two million hours of their time to help those communities be successful.

In addition to that, we have $4 billion last year in community development lending and investing in the communities and markets we serve. Those are the environmental and social. The third element is governance. We have a strong board, as you saw. We have a strong lead independent director. They engage with us, as Jack said, but more importantly, they also engage with all the shareholders around the country. We have strong management structures. We have a great environmental program, social, and governance. The third element of sustainable is be the best place for teammates to work, and that's going to be about our people.

Rather than have me talk about it, I'm going to have Sheri Bronstein, our head of human resources, come up in a moment and lead a panel to talk about the things that we've been doing across time to continue to be a great place to work. With that, though, I know the preliminary results are available. Ross, do you want to give us the preliminary results, please?

Ross E. Jeffries, Jr.
Corporate Secretary, Bank of America

Our Inspector of Election reports the following preliminary results. All 15 director nominees have been duly elected to the board of directors. The advisory vote on executive compensation has been approved, and the appointment of PricewaterhouseCoopers has been ratified. The independent board chair stockholder proposal did not receive the required majority support, with 30.7% in favor and 69.3% votes against. Final voting results will be reported in a Form 8-K filing with the Securities and Exchange Commission within three days of today's meeting.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Ross. That's the result of the votes. Now we're going to have a chance. As we said, responsible growth has four tenets. Got to grow, no excuses. Got to do it in a customer-focused basis. Got to do it within a risk framework, and got to do it in a sustainable manner. One of the key elements to be sustainable is be a great place for teammates to work. We have invested heavily to make that happen, and we continue to take advice from our teammates as to what we can do to make our company better. I'm going to ask Sheri Bronstein, our head of human resources, to come up with her teammates and talk about it. Sheri?

Sheri Bronstein
CHRO, Bank of America

Thank you, Brian. Good morning, everyone. I'm thrilled to be here with all of you. My name's Sheri Bronstein, and I lead Bank of America's Global Human Resources team. With our board and Brian and the management team, our commitment to be a great place to work for all of our employees. Let me just take a moment to introduce three of my colleagues who are joining me here today. First, I have Jim Huffman, who's our Head of Employee Benefits, Lori Henkel, who's our newly named Charlotte Market Executive and the former leader of our Life Event Services team, which she'll be talking to us about today, and Cynthia Bowman, our Chief Diversity and Inclusion Executive. As Brian mentioned, all we do here connects back to how we are driving responsible growth. One of the key tenets of driving responsible growth is doing so in a sustainable manner.

Within that pillar, we focus on sharing success with our communities through our ESG commitments, how we drive operational excellence, and our efforts to be a great place to work for our employees. This focus isn't new. Our commitment to our employees is core to who we are and is as strong as the bond our employees share with our clients and our communities. At Bank of America, in our heart of hearts, we really believe that our greatest assets are our employees, and they come in the door every day, and they go out the door every day. That's why we spend so much time focusing on being a great place to work. For the next 20 minutes or so, we're going to describe how we drive that work, and it falls into a few categories. First, we recognize and reward performance.

Second, we create opportunities for all of our employees to develop and grow. Third, we strive to have an inclusive workplace for our diverse employees around the world. Lastly, we support employees' financial, physical, and emotional wellness. My colleagues and I will each share more about what we do in each of these areas. I'll start by giving you a bit of a snapshot of our employee base. We have around 209,000 employees across 35 different countries. More than half of our global workforce are women, and more than 40% of our U.S.-based workforce are racially or ethnically diverse. Cynthia will speak more about this in just a bit. For our employees, we have a pay-for-performance culture and consistently focus on providing opportunities for them to develop, grow, and have a long career at the bank.

Since 2010, the average annual compensation increases for our U.S. employees have outpaced the average U.S. wage growth. From the starting compensation level to our highest earners, whether a teammate joined last year or has been with us since 2010, compensation for all but the highest 10% of our earners have grown at least twice the rate of the U.S. national average. For our employees who earn less than $100,000 per year, their compensation has risen three to four times the national average. This is before we layer in our investment in benefits, which Jim will talk more about. We've done all this, as you saw from Brian, while we've reduced other operating costs across the company. We continue to be a leader in our industry for adopting a minimum rate of pay higher than legally required.

We have made regular increases over the past eight years, in early 2017, we raised our minimum pay to $15 per hour, and employees in many of our markets are well above this minimum. Additionally, we continue our ongoing focus on sharing our company's success with our employees. Following U.S. tax reform last year, we gave a one-time cash bonus of $1,000 to employees making less than $150,000 in total compensation. Earlier this year, teammates who received from $150,000-$250,000 in annual total compensation received a one-time special grant of restricted stock units. Together, this meant that about 90% of our teammates received special compensation awards in the last year, resulting from U.S. tax reform, but also reflecting the ongoing priority we continue to place on sharing success with all of our teammates.

On the theme of compensation, we make sure our process is transparent and fair. To this end, earlier this year, we disclosed that compensation received by women and minority teammates is equal to, on average, 99% of that received by men and non-minority teammates. We will continue our efforts to focus here, including by no longer asking for pay history in our interview process. As our employees plan for the future, after a year with the company, we provide matching contributions of up to 5% of pay to our employees' 401(k). That's in addition to a 2%-3% annual contribution we give to employees enrolled in the program. Our focus extends beyond compensation and benefits to include all that we do to help our employees develop and grow.

We offer tax-free tuition reimbursement for certain job-related courses and grants to eligible nonprofits where an employee volunteers 100 or more hours there. We offer stellar learning programs. More than 17,000 managers voluntarily engaged in manager development training in 2017. We help employees see all of the opportunities within our four walls. Just last year, we helped more than 16,000 employees find new roles within our company. In addition to how our employees have benefited from these investments, our shareholders benefit as well. This is due to reduced turnover throughout the company, lower retraining costs, and higher employee satisfaction, which in turn translates to a better client and customer experience. As I mentioned, supporting our employees' financial, physical, and emotional wellness and our Diversity and Inclusion efforts are critical pillars of our focus on being a great place to work.

I'll turn it over to Jim to give us a snapshot of our best-in-class benefits. Lori's going to describe how we support our teammates in the moments that matter most. Finally, to Cynthia to describe how we focus on being an inclusive workforce for our diverse employees. Thank you, Jim, and glad to have you here today.

Jim Huffman
Head of Employee Benefits, Bank of America

Thank you, Sheri. As we all remain focused on responsible growth for our business, our commitment is to deliver benefits and programs to our employees that are both an investment in their success and are sustainable for our company. We continue to hear from our employees that our benefits are key to Bank of America being a great place to work. In total, we cover 450,000 individuals through our health benefits, including employees, their family members, and retirees. A large part of our benefit plan is the health insurance and wellness programs that we offer and our long-term approach to managing those costs. In 2010, we introduced the simplified health plan structure and later introduced a tiered structure on how employees pay the company's share of their medical premiums. Both of these actions have helped us to keep costs low for our employees.

We take a progressive approach to employee premiums. On average, we subsidize 75% of the healthcare costs across our U.S. employee base, which means an employee with family coverage receives an average benefit of about $17,000. In 2011, we reduced our annual medical premiums for family coverage by 50% for employees below the median household income level. We've kept those premiums flat for the past six years. For employees with income up to $100,000 per year, we've limited premium increases to about one-third of the national trend. The subsidy gradually decreases. The highest compensated employees pay approximately 60% of the cost through their premiums. While our strategy for health insurance benefits has been working, we know that healthcare costs will continue to grow.

To help slow the increase, we enhanced our wellness programs in 2012 to include two voluntary activities, a health screening and a health questionnaire. Employees, spouses, and partners who complete these activities are each offered a $500 medical premium credit. More importantly, they get insight into their health so they can take preemptive action. We've seen tremendous results, with better than 85% of employees completing wellness activities each year for six consecutive years, which is well above our peer group. Data shows that 90% of employees remained in a low-risk health category or reduced their risk. One of our most fun, engaging programs that is part of this enhancement has become our annual physical activity challenge that's available to all employees around the globe. Nearly 70,000 teammates joined our last challenge in 2017, and we're gearing up for our 2018 challenge this summer.

We're continuing to invest in technology in the health space, including telemedicine and other uses of technology to make healthcare more efficient and effective for our employees. All of these programs contribute to why our employees tell us our focus on their health and wellness is helping to make our company a great place to work and supporting responsible growth. Based on results from our 2017 global employee survey, satisfaction with benefits is at 80%, an all-time high for our company and a 15-point increase in the last seven years. We strive to continue to support our employees with benefits that meet their needs. With that, I'll turn it over to Lori.

Lori Henkel
Charlotte Market Executive, Bank of America

Thanks, Jim. In addition to all that Jim described on how we support our employees through healthcare and wellness, we offer a variety of best-in-class benefits to provide support for employees in the moments that matter the most, like our 16 weeks of paid maternity, paternity, and adoption leave to allow time for new parents to spend with their children. Or the 40 days backup childcare and adult care we offer employees when regular arrangements aren't available. I'm also very proud to highlight a very unique and impactful HR team we created called Life Event Services, which provides support to employees through major life events, such as taking a leave of absence, retiring from the company, losing a loved one, facing terminal illness, or being impacted by domestic violence.

One of our newest offerings, a team focused on supporting our active duty military and military spouses through very unique challenges. In addition, the team helps teammates impacted by natural and man-made disasters, such as the recent hurricanes, floods, and California wildfires, and the shootings in the Pulse nightclub in Orlando, Las Vegas, and Parkland. To date, we've helped more than 65,000 teammates manage through significant life events, connecting these teammates to resources like emergency funds through our employee relief fund or confidential counseling through our employee assistance program. Part of the mission of Life Event Services is to listen to the feedback of employees we have who are going through these life events and mirror our benefits to meet their needs. For instance, last year we announced an enhanced paid bereavement leave policy of 20 days for the loss of a spouse, partner, or child.

We made this change because of direct feedback from our survivor support clients who helped us understand they needed more time to deal with their loss to ensure they are truly ready to bring their whole selves back to work. The stories of these teammates remind us why this work is so important in helping our colleagues manage through their lives inside and outside of our walls. We get countless emails and notes from employees we've supported through all of the areas we've discussed and have learned the support and the services we provide are critical part of being a great place to work. We'll continue to support the ways that we can expand our offerings to make sure all of our teammates feel supported during these moments that matter the most. With that, I'll turn it over to Cynthia.

Cynthia Bowman
Chief Diversity and Inclusion Executive, Bank of America

Thanks, Lori. As Sheri mentioned, diversity and inclusion is a key component of responsible growth and our efforts to be a great place to work. All of this work is supported by our Global Diversity & Inclusion Council, which is chaired by Brian as our CEO and as chairman of the board. The council is also represented by senior leaders across the globe and partners with me to help define and drive the diversity inclusion strategy for the bank. It's important to note that we have frequent dialogue with and accountability to our board on this important topic. I would like to share key progress that we have made in a few areas, as well as our core diversity inclusion commitments. In terms of representation of our people, we are in a position of strength. More than 40% of our global management team are women.

More than 50% of our global workforce are women. More than 40% of all managers are women. More than 35% of our independent board of directors are women. Of our 2017 global campus class, 40% of that population were women. From a race ethnicity perspective, more than 40% of our U.S. workforce is racially or ethnically diverse, including more than 20% of our independent board of directors, as well as 50% of our 2017 U.S. campus recruiting class. We are also driving an inclusive workforce, and we've been doing that through our employee networks that are now 240 chapters strong. We have over 100,000 memberships. That's a 24% growth year-over-year.

We've also been driving what we've been calling courageous conversations, and an effort that we started several years ago that was designed to discuss diversity topics that are helping to drive more empathy, more understanding, and more awareness around difference. We have had over 60,000 participants in our courageous conversation dialogue, including our global senior leadership team, members of our market president organization, as well as our board of directors. In closing, as I've started, we are in a position of strength. Our diversity inclusion index, based on employee feedback, is at its highest it's ever been at 79%. We are also consistently recognized externally through awards and continue to amplify our work through outside forces. Our focus has not changed. We continue to be steadfast around our continued commitment to not only drive a diverse workforce, but an inclusive workplace.

We still have work to do, and we will continue to drive improvement in our representation, improvement in our culture, and continue to drive D&I and leverage it as an impact in the clients and communities that we serve.

With that, I'd like to turn it back over to Sheri.

Sheri Bronstein
CHRO, Bank of America

Thank you, Cynthia and Lori and Jim. All of these efforts that Jim and Lori, Cynthia, and I have described, and our overall focus have really helped us to continue to be a great place to work for our employees. In addition to the positive feedback and higher employee engagement scores I mentioned earlier, this focus on being a great place to work has also yielded some external recognition. We were recognized as one of the leading financial services institutions on the Bloomberg Gender-Equality Index, and we have been since its inception a few years ago. For the first time ever, we were also ranked on Fortune Magazine's list of Best Workplaces for Diversity, Best Workplaces for Parents, Best Workplaces for Giving Back, and Best Companies in Finance and Insurance.

We were selected as the number one financial services company on JUST Capital's list of America's Most JUST Companies for gender pay equity, expanded parental leave, and gender diversity in management. You can see even more on the screen. In close, we are really proud of the work we've done, but we know we still have more to do, and we will continue to focus on that. We're excited to continue our strategy and our areas of focus on being a great place to work for our teammates, and we thank you very much for your time and attention, and thank you to the panel.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you, Sheri. Thank you to the team. As Sheri and the teammates talked about, we're proud of the programs we have, but it's based on a business proposition. In order for us to be sustainable, we have to be the best place for teammates to work because talent helps drive our business. We're now going to move to the general Q&A period. As a reminder, the rules of the meeting are still the same. You raise your card, we'll call on you, come to the aisle. You could ask your question. If you have something about your own financial matters, please just tell us and please just go to the back of the room. One of our teammates will take care of it. You don't need to ask a question here in the audience. Let me start first with any questions.

Jesse Jackson, You're making your way out. We'll start with that.

Jesse Jackson
Reverend, Rainbow PUSH Coalition

Good morning.

Brian Moynihan
Chairman and CEO, Bank of America

Morning, Reverend.

Jesse Jackson
Reverend, Rainbow PUSH Coalition

Brian, let me express my thanks to you for the effectiveness and the success of the company. In part driven by your planning, enforcement of your plans, and your own personal integrity. I'm concerned about those who've been left out of the process. 100 largest major cities are black and brown and growing, somehow they have been circumvented. 54% of all the African Americans make less than $15 an hour. 44% of all Americans make less than $15 an hour. They're the working poor. We've gone from a kind of racial separation to resource separation. We need your kind of leadership to green line the red line zones.

I must say for Maurice Coleman, for example, I want to thank him in a very special way today because at the height of the crisis of the housing crisis, your company did the most to deal with the issue of home foreclosures, and church foreclosures in the bailout. But the banks recovered, but many people did not. The banks were bailed out, but not linked to lending, not the reinvestment. Lastly, my concern would be that these cities that I raised concern about, that they represent money, market, talent, and growth. That is a concern that's vital to us. In Chicago, for example, there are seven communities of unemployment above 40%.

If we had the commitment to demolish that which cannot be rebuilt, refurbish that which can be, to deal with the issue of lead paint, and new startups and business and student loans, we could change that. I would like to meet with you and the appropriate people to work on a comprehensive plan for urban reconstruction that's outside the zone of just profits, between not just profits, but in the end, it will be prosperous if we in fact make a commitment to rebuild. Because America must build one big tent, America all in the tent and none are left out. Thank you so much, sir.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you. Thank you, Reverend. As we spoke about outside, I know that our team hopefully can get with you in Chicago and show you some of the exciting work we're doing with our community bank, which we do in 50 communities that is doing a lot of work. We'll continue to work together. Thank you for your comments. I also, on behalf of my teammates, take your challenge to keep making the progress. Thank you. Let's go to 67, and we'll come back here. Thank you, Reverend.

Justin Danhoff
General Counsel and Director of the Free Enterprise Project, National Center for Public Policy Research

Hi, good morning. My name is Justin Danhoff. According to The New York Times, Bank of America is going to stop lending money to certain gun manufacturers that make military-inspired firearms. A company spokesperson said that the company also expects to lose other business from the affected gun makers. In other words, the company is willfully giving up money. Seems an odd choice for a bank. In doing so, the company is joining a long list of corporations following the whim of the moment and not looking out for the best interest of long-term shareholders. The company is also lending its voice to those who want to abolish the Second Amendment. Let's take a look at how another famous investor answered this issue. CNBC asked Warren Buffett about corporations distancing themselves from the NRA and gun manufacturers following Parkland, and how Berkshire would respond.

Buffett replied, "I don't believe in imposing my views on our employees and a million shareholders. I'm not their nanny on that. I don't think that Berkshire should say we're not going to do business with gun folks. I think that would be ridiculous." Buffett went on to explain that corporations that make in-the-moment political decisions are subject to the fickle nature of politics and constantly reacting to events rather than standing on principle.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you.

Justin Danhoff
General Counsel and Director of the Free Enterprise Project, National Center for Public Policy Research

Can you tell us investors how much money we stand to lose and explain why you have it right and Warren Buffett is wrong?

Brian Moynihan
Chairman and CEO, Bank of America

Well, thank you for your comments. I think we're on the record with a statement that is much more limited than I think your comments imply. One thing I want you to think about when you talk about our company, the Life Event Services saw had to help 150-160 employees who directly lost a relative in the shootings in the last couple of years. This doesn't come from this. It comes from our teammates are saying we have to help. Thank you. Number 39, please.

Speaker 15

Okay. Thank you. I just want to make a statement. I hope I don't further embarrass the gentleman that I had the pleasure of standing ahead of while I'm waiting 15 minutes to enter the meeting. The only person that was approached as whether or not to be in line was very nice. I'm 67, I'm elderly, so he's about my age. I'd say an elderly African-American gentleman in a ball cap, unshaven. No one else was approached. I don't see the practice of diversity or sensitivity or whatever, just standing in line coming to the meeting today.

Brian Moynihan
Chairman and CEO, Bank of America

I'm not sure. Thank you. Number 37.

Speaker 15

Good morning, Brian and the rest of our board of directors. My question relates to an item on the agenda earlier. I'm sorry that I didn't ask a question earlier, but I would like to know if Bank of America is willing to take the lead on this issue and the issue of a non-binding vote on executive compensation. If you're willing to make that item on the agenda a binding resolution, since I don't see a reason to vote on a resolution if it's not a binding resolution.

Brian Moynihan
Chairman and CEO, Bank of America

Well, I think we've had this now since 2011, maybe. I think, if I got it right. Maybe 2012. We've averaged 93%. We have a quorum of 89% today, Ross, have voted. The vote was 90+% in favor of the say on pay. Believe me, if we didn't get that kind of support, Monica Lozano and the board and the rest of the head of the compensation committee of the board would take it and look at it, but it seems like all your fellow shareholders are supporting us in that regard. Think of that as being 8 billion shares plus voted for the say on pay. 95, please.

Tom Wade
Shareholder, Private Investor

Hi, my name's Tom Wade. I'm from Indiana, original NationsBank holder.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you.

Tom Wade
Shareholder, Private Investor

I want to thank the management team for bringing us through the financial crisis. My main comment is, a couple of years ago, I traveled across the country to lay flowers outside the Sandy Hook School. I'm so proud of this management team for taking a step I never thought any major corporation would take to protect our schools. The kids who are facing these weapons every day in the hallway, they've made a stand. Now Bank of America, I'm so proud to be an owner of this company who's taken this step.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you. Other questions, comments? We'll come back. Any other 39. Hold on one second. We'll go to 55 and then we'll come back to 39. We haven't given everybody a chance to go once before you go.

Natalie Clark
Shareholder, Private Investor

Good morning, Mr. Moynihan and the rest of the board. My name is Natalie Clark. I've addressed you at these meetings for the past five years. Each year, I've seen a different color wristband and an improvement in many issues that have been raised. When I was given these shares as a baby, they were given to me for the purpose of paying for college. The stock was still depressed from the price it was when I acquired it. I know it will grow to meet the price due to all the efforts you and the board are doing to fix that. Now, college is expensive, but I'm not sure that I want to give these stocks up. I'm proud to be invested in Bank of America. I believe in standing with a company who shares similar core beliefs.

I, and I'm sure all the other shareholders, have to be really happy that since the crash of 2009, Bank of America shares have risen 650% compared to the S&P growth of only 270%. This year, instead of questioning the decisions you've been making, I stand to say thank you.

Brian Moynihan
Chairman and CEO, Bank of America

Thank you for your comments. Other questions or comments? Number 39.

Speaker 15

I may have forgot I defused the situation by saying this is almost as bad as Starbucks.

Brian Moynihan
Chairman and CEO, Bank of America

Sir, I take offense to that.

Speaker 15

The underlying theme in the video seemed to be fulfilling your commitments. What is your policy for people that don't fulfill their commitments?

Brian Moynihan
Chairman and CEO, Bank of America

The way we conduct our company, if somebody doesn't behave and according to our norms, they are not here anymore. That doesn't happen very often, but Sir, one more time, and then we're going to see if we have somebody else.

Speaker 15

Last year, I asked you, why were we removed from in front of your facility at Carolina Place campaigning for President Trump? You assured me that I'd have an answer, and you directed me to your head of security. I followed up. I got no response. Both you and the head of security didn't fulfill your commitment.

Brian Moynihan
Chairman and CEO, Bank of America

We talked about this outside. Mr. Harris talked to you. We gave you the same answer I think we gave you last year, which is it's not our property and we had nothing to do with it.

Speaker 15

No, we removed him because.

Brian Moynihan
Chairman and CEO, Bank of America

It wasn't our property, there's only so much we. John talked to you last year. He talked to you outside. If you need to talk to him again, he's right here. You can talk to him again about it, I think that was the answer we gave you last year, sir.

Speaker 15

Your head of security said that he didn't have a business card to share with me, I gave him my business card, he went to his phone making sure that I had his contact information.

Brian Moynihan
Chairman and CEO, Bank of America

Sure.

Speaker 15

I don't have an email from him. I don't have a text from him.

Brian Moynihan
Chairman and CEO, Bank of America

He's right here.

Speaker 15

It didn't happen.

Brian Moynihan
Chairman and CEO, Bank of America

He's right here. Okay? You got a few witnesses. You got a few witnesses. We're telling you the same thing we told last year. That is not our property, sir. 91, please.

Max White
Shareholder, Private Investor

Thank you. Mr. Moynihan, board of directors, senior executive, shareholders, thank you so much for what you have done for the organization to keep the organization going. Some of the employee information was very exciting to hear. My name is Max White. I also held legacy MBNA shares. I am here today. When I think about the associates, though, I'm very concerned because you have spoken out on gun violence, and we've actually been impacted at one of the centers in the organization. Some of the data you showed didn't reflect information that would be more impactful for us as we see how the associates deal with these things. I didn't see any statistics on how much of your population is disabled. How many employees work here are disabled? It's great we're 40% minority. It's expected. That's reflecting the country.

When we reflect our executives and our Board of Directors, how many of us are matriculating as minorities up to your senior executive levels? How many of us have the opportunity to do that? When we take a look at that, what percentage of the population are former military or active military veterans? Would that be data we could have?

Brian Moynihan
Chairman and CEO, Bank of America

Sure. When we do our survey every year, which 95% of the people fill out, which is a couple 100,000 people, they disclose things which aren't apparent. Disability is one of the things. We have that statistic. We don't publish it. I'll give you a sense that we have a Disability Action Network, one of those employee networks. Where's Cathy? What are we up to in terms of total members now?

Cathy Bessant
Chief Operations and Technology Officer, Bank of America

Several thousand.

Brian Moynihan
Chairman and CEO, Bank of America

Several thousand people are part of that group that helps do a couple things. I started with that group 20 years ago now, one of those 400 people. They do a couple things. One of the things they do is advise us. The teammate out there was just telling me they were talking to you yesterday about more accessibility for our internal websites beyond hearing accessibility. They advise us how we run our branches. They advise us on a lot of things. Also they're a support network for each other. We try to support that. We have our Support Services Group, which is the way we actually, and you're probably familiar with this if you're around MBNA, that was started many years ago that we have in three locations now.

If you saw the annual report, you would've seen the picture of the teammate that actually won Diversity and Inclusion Award this year. We brought him in for it. That's to help people with mental disabilities to help them have jobs for life. It was really based out of a simple principle that a leader of MBNA heard from a colleague who said, "What am I going to do about my child? I'm going to die. The child, who's going to take care of him?" We've been doing that. I think we have 400 or 500 teammates in that. We do a lot. On military, we have 10,000 people plus in the military network, right? I think it's 10 to 12. It's a very strong network. We made a commitment to hire 10,000 veterans five years ago, 2,000 a year for five years.

We've exceeded that. You heard Lori talk about the military support network. One of the frustrating things we have as employer is getting the military to work with us better to help people come back quickly to the workforce. Because of the classification of the location stuff, it's difficult. Spent lots of hours with the military trying to figure out the way through that with the spouses and significant others, partners. We can help them get repositioned because a lot of times the people move from a base then to back to where they came from and they need a job, we try to do it. We've done a lot of things here and we're proud of it. Any other comments or questions today? Seeing none, the official meeting is hereby adjourned.

On behalf of Jack Bovender, our board of directors, your management team, and myself, thank you for being a shareholder in company, thank you for your support. We look forward to seeing you next year. Thank you.