Good morning, everyone, and welcome to our special stockholders meeting. I want to thank all of you for being here today and those joining us on the webcast. As you register today, you received an agenda for the meeting and the rules which are now in effect. The meeting is now called to order. First, I'd like to ask Jack Bobender, our Lead Independent Director to make a few comments.
Jack?
Thank you, Brian, and forgive my fall allergies as I talk today. On behalf of the Bank of America Board of Directors, I want to welcome all of you, our shareholders who are here today in person, those listening over the webcast and those who have already voted by proxy. We are here today because last May 6 at our Annual Meeting, I told shareholders that we would have a vote on this matter as soon as feasibly practical. Today, we are following through with that pledge. Over the past few months, we've had the opportunity to meet with many of our shareholders.
We have had extensive dialogue about our Board leadership structure, which is the subject of today's proposal. We especially appreciate the time the shareholders took to let us hear their concerns, hear from us and evaluate today's proposal carefully. These are relationships that we value greatly and that we will continue to invest in. On behalf of the Board, I would like to again thank all of our shareholders for your active engagement on this very important matter. Thank you.
Brian?
Thanks, Jack. I'd also like to introduce Ross Jeffries, our Corporate Secretary, who's going to review the rules and give his report. Ross?
Thank you, Brian. The only item to be voted upon today is the proposal contained in the proxy statement for the special meeting. For those of you who wish to vote in person, you should have received a ballot upon your arrival. If anyone needs a ballot, please raise your hand and Bank of America teammate will bring you one. I think there's a gentleman over here.
If you've already submitted your proxy to vote on this proposal, you don't need to vote again. Under the company's bylaws, no other matters may be proposed or voted upon today. You'll have a chance to make comments on the item on which we're voting. You do not need to form a line to make comments. Simply raise your numbered card and your admission package.
Once Brian recognizes you, please move to the end of your aisle, where our Bank of America teammate will be holding a microphone. In order to give stockholders, who wish to speak the opportunity to do so, please limit your comments to 2 minutes. A chime will sound to remind you when your time is up. You will only be recognized to make one comment. Anyone not following these rules of conduct will be asked to leave the meeting.
Gary Lynch, our Vice Chairman and General Counsel, will assist with clarification of the rules if necessary. Gary? Thank you. Notice of today's meeting and the related proxy statement or a notice of Internet availability of these materials were mailed beginning August 13, 2015 to all holders of record as of August 10, 2015. Rebecca Fincher of Computershare Trust Company has been appointed Inspector of Election.
She has advised me that holders of shares representing at least 67.7% of the shares entitled to vote are present in person or represented by proxy, which constitutes a quorum. Brian?
Thank you, Ross. I now declare a quorum as present. As Ross said, the only item to vote upon today is a resolution that's in the proxy statement. The Board of Directors recommends for this proposal. I declare the polls are open.
We're now prepared to take comments. As Mr. Jeffries said, please hold up your number card. I'll recognize you and you'll have your 2 minutes to make your comment. Let's go first here at 3:49, sir.
Okay. My name is Tim Newman and I own 100 shares. My family has been involved with Bank of America as either employees or shareholders for my entire life. While previous company leadership seems motivated solely by growth for growth sake, our current leadership has transformed this company into an earnings powerhouse once interest rates begin to rise, which they seem to be about to do. I fully support our Board's decision to have Mr.
Bornahan serve as Chairman and CEO and encourage my fellow shareholders to do the same and support this proposal. Thank you.
Thank you, sir. Number 341?
Mike Mayo. The Board needs an upgrade. It's been bad decisions. 8 years ago, the Board approved the acquisition of Countrywide, one of the worst mergers in the industry's history and 4 directors still remain on the Board. The Board needs an upgrade.
Management turnover over the last 8 years, there's been 4 CFOs, 4 Chief Risk Officers, 4 Heads of Brokerage. The Board needs an upgrade, bad performance. The last 5 years, the ROE has been below 5%, less than half your target. The Board needs an upgrade, regulatory issues, 2 of the last 3 years, issues with the Fed stress test. The Board needs an upgrade, accounting issues, last year, a $4,000,000,000 accounting year.
The Board needs an upgrade, accountability. Looking ahead, there's no timeframe for any financial target. The Board needs an upgrade. The process, we're here today to validate after the fact what the Board unilaterally decided to do last October 1 against the binding shareholder vote of 2,009. The Board needs an upgrade.
This is an attitude of let the shareholders eat cake. Engagement, today, this process where you have 2 minutes to speak and not have questions from management or the Board of Directors, especially Jack Bovinger, Jr, we're supposed to rely on you, sir, to replace the independent Chairman, yet we haven't heard from you except for your 2 minute introductory comment. This looks to us as just in time corporate governance. The letter from CalPERS and CalSTRS indicated that it wasn't you to approach CalPERS and CalSTRS, but management. That's not the sort of corporate engagement we'd like to have.
So we agree that the positions should remain separate given the bad decisions, management turnover, bad performance, regulatory issues, accounting issues, accountability, process, engagement and what we see as just in time corporate governance. And we don't see how reducing the Board from 14 members down to 13 by eliminating the most senior independent director will constitute an upgrade of the Board.
Thank you. Any other comments? 3 32, please.
Good morning, Chairman. I'm Craig Rines with CalPERS. I also represent the California State Teachers Retirement System or CalSTRS. First and foremost, thank you. Thank the Board for putting this important issue up to vote.
Together, CalPERS and CalSTRS have approximately $476,000,000,000 in assets under management and are long term Bank of America shareholders about 63,000,000 shares valued at approximately $1,000,000,000 Due to the long term nature of our liabilities and our responsibilities as fiduciaries, we view corporate governance related issues as a critical element of our investment strategy. I want to highlight our views consistent with our letter to the Bank of America Board and Lead Director dated August 31. Today, we are voting against the Board's amendment to the Bank of America bylaws. We fundamentally support a leadership structure with an independent chair. We believe the roles of CEO and Chair of the Board have inherent conflicts, which require the 2 posts to be separate and independent.
We do not believe now is the time to reduce oversight of management combining the roles of CEO and Chair. In our view, the Board's rationale for making this change is fundamentally flawed and we disagree with many of the assertions made in the special meeting proxy. We question why Mr. Moynihan requires the title of Chair to speak about the company's businesses and deal with the company constituencies. We believe that these are primary responsibilities of the CEO and do not require the chairmanship and in fact would be better overseen by an independent chair.
In closing, we ask the Board to respect the vote today and heed to the outcome of the proposal. Bank of America is an important and systemic financial institution in this country. It is vital that the Board of Directors implement the highest government standards and management account.
Number
338.
My name is Brett J. Martin Jr. I'm a retired Senior Vice President, Director of Government Relations for Bank of America. I retired in 'eighty three and I have no problem with you personally being Chairman and CEO, but I think that if you're going to be Bank of America and you're going to run it from the East Coast, you've got to have your Chairman on the West Coast and he has to be a banker. In the traditional Bank of America, we always had the Chairman in Los Angeles and the CEO in San Francisco.
Bank of America and California grew up together. For instance, when the Southern Pacific had a lucrative ferry business and they didn't want the Golden Gate Bridge built and they put their finger on the other banks. APG and A and E said, I'll buy the bonds and they built the bridge and that bridge has been important. Bank of America was the goal behind Disney. My uncle and 4 of his partners borrowed $1,800,000 from Bank of America and flew to Switzerland where they bought out Charlie Chaplin's half of Goodnight Artists came back and bought Mary Pickford's half and they turned in the world's largest motion picture distribution company and then took it public.
I'm not sure Bank of America could make that loan today. Secondly, our success in Washington, I broke the craft of the Electronic Funds Transfer Act, which has yielded 1,000,000, maybe 1,000,000,000 for Bank of America. And we did it because our managers were so respected and we had a grassroots network and we had a policy development operation where we looked at issues and we came up with what we thought would work and met the public demand as well. We got 16 of 18 amendments in the House. We got 8 of 9 in the Senate when the ABA lost 11 of 11, we got the rest in conference.
We've done a lot. The Bank of America has benefited greatly and we need to rebuild that bank. We need to rebuild that community leadership, which bankers
Thank you, sir. Any other comments? Any other new commenters? This concludes the comment period seeing there's no other comments. Has everyone submitted a ballot?
Do you have a ballot out there if we can pick it up? I knew that we passed out one. Hold on way back in the back. Do you have it ready, sir? At this point, we declare the polls are closed.
We need one more ballot back there and we're all set. The preliminary results of the voting are available. Ross, would you please report the preliminary results?
Thank you, Brian. Our Inspector of Election reports the following preliminary results. The proposal received the required majority of the votes cast and has been approved with approximately 63% of the votes cast in favor. Final voting results will be reported in a Form 8 ks filing with the Securities and Exchange Commission within 4 days of today's meeting.
With announcement of the preliminary voting results, the business before this meeting has come to an end. So therefore, the meeting is adjourned. Thank you for your time and attention and we look forward to seeing you next year at the Annual Meeting. Thank you.