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AGM 2024

Apr 24, 2024

Operator

Remarks made during today's annual meeting of shareholders may contain forward-looking statements and non-GAAP financial measures. Forward-looking statements are based on management's current expectations and assumptions that are subject to risks and uncertainties. Factors may cause actual results to materially differ from expectations, are detailed in Bank of America's Securities and Exchange Commission filings, including the 2023 Form 10-K available on Bank of America's investor relations website at https://investor.bankofamerica.com. Additionally, important information about non-GAAP financial measures, including reconciliations to the most directly comparable U.S. GAAP financial measures, are also available on our investor relations website. I'll now turn the call over to Brian Moynihan, Chair and Chief Executive Officer of Bank of America.

Brian Moynihan
Chair and CEO, Bank of America

Thank you, and good morning, everyone. This is Brian Moynihan. On behalf of our board of directors, we welcome you to today's webcast. Thank you for joining us. I now call the 2024 Bank of America Corporation Annual Meeting of Shareholders to order and declare the polls open for voting. The meeting agenda and the rules of conduct for today's meeting are available on the virtual meeting website, and those rules are now in effect. In the event of anything that interferes with our ability to continue the webcast meeting prior to the closing of the polls for voting, please return to this meeting to the meeting website or go to the annual meeting webpage on Bank of America's investor relations website for plans to reconvene the meeting. At today's meeting, we will hear remarks from our lead independent director, Lionel Nowell.

We will then present the proposals to be voted on at the meeting. After all the proposals are presented, we will answer the questions about the proposals from you, our shareholders, before those polls close. Questions can be submitted on our virtual meeting website. Please briefly state your question in one or two sentences. After the polls close, I will present a short update on our company. We will then provide the preliminary voting results before concluding today's meeting. Following adjournment of the formal meeting, we will then address general questions submitted about Bank of America business for about 30 minutes. If you have questions about personal financial matters or questions related to your accounts, I encourage customers to contact our customer service representatives directly for personalized assistance through the link on the phone number included in the rules of conduct for today's meeting.

In addition to Lionel and myself as directors, we are joined today by the other members of our board. All of them are nominated for election at this meeting: Sharon Allen, José Almeida, Pierre de Weck, Arnold Donald, Linda Hudson, Monica Lozano, Denise Ramos, Clayton Rose, Mike White, Tom Woods, and Maria Zuber. Sadly, our colleague Frank Bramble, who served as a director for more than 17 years for this company, unexpectedly passed away last September. Frank helped guide our company and our industry through a time of tremendous change. His decades of industry experience, his thoughtful insight, and his determination were deeply valued by his fellow directors, as well as many others throughout our company. The board, the management team, and I especially will miss his wisdom and dedication to our company. Our Lead Independent Director, Lionel Nowell, will now make a few remarks.

Lionel has been a member of our board since January 2013 and has served as our Lead Independent Director since our annual meeting in 2021. Lionel?

Lionel Nowell
Lead Independent Director, Bank of America

Thank you, Brian. On behalf of the board of directors, I would like to welcome everyone to the 2024 shareholders' meeting. More importantly, I want to begin by thanking you for your ongoing support and continued investment in Bank of America. As we do every year, in 2023, I and other independent members of the board of directors once again had the privilege to spend meaningful time with shareholders. During these engagements, we listen to suggestions, share points of view, and hear feedback on our company. The information we get from these interactions is invaluable, and I greatly appreciate the time taken by investors to provide the board with your insights and perspectives. Following our conversations, I am even more proud of the way the company earns its profits and distributes those earnings to shareholders and the communities we serve, and I look forward to our continued dialogue.

In the face of change and volatility, during 2023, Bank of America continued to serve as a consistent driver of growth for you while remaining a source of strength and stability for our clients, teammates, and communities around the world. Bank of America was able to do all of this through its persistent focus on responsible growth. This commitment to responsible growth is shared by your company's board of directors, and it extends throughout the entire organization to all of our teammates who serve clients and help build strong communities each and every day. Responsible growth was especially important to my fellow board member, Frank Bramble, who, as Brian mentioned, passed away last September. I know that Frank was incredibly proud of Bank of America, and I joined Brian and everyone else on the board of directors and across the Bank of America team in mourning his loss.

Even in a year in which so much around us in the world has changed, responsible growth continues to enable your company to generate sustainable results. For more details on Bank of America's performance, strategic initiatives, the board of directors, and other pertinent information, I encourage you to refer to our annual report and proxy materials. The achievements you'll read about in those materials are the result of hard work by Brian, the talented men and women on the management team, and all of Bank of America's employees. On behalf of the board, I want to recognize everyone on the Bank of America team for their outstanding efforts to achieve these outcomes. Thank you again for investing in Bank of America.

We value the confidence you have placed in the board of directors and look forward to delivering for you and all of our stakeholders today and in the years ahead. I will now turn the meeting back to Brian.

Brian Moynihan
Chair and CEO, Bank of America

Thank you, Lionel. Ross Jeffries, our Corporate Secretary, will now review the meeting rules and present the Corporate Secretary's report. Ross?

Ross Jeffries
Corporate Secretary, Bank of America

Thank you, Brian. As Brian noted, today we will consider the 10 items for shareholder vote: 4 management proposals and 6 shareholder proposals included in our 2024 proxy statement. Shareholder proponents will have up to 3 minutes to discuss their proposals. After the proposals have been presented, we will close the polls, tabulate the votes, and announce the preliminary voting results. Shareholders will be able to submit questions on the virtual meeting website. In order to address questions from as many of you as possible during the meeting, we will limit each shareholder to 2 questions. Please briefly state your question in one or two sentences. We may paraphrase or summarize lengthy questions. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized, and answered together. You may vote the shares you hold through the virtual meeting website until the polls are closed.

However, if you've already submitted your proxy to vote on these matters, you do not need to vote again unless you want to change your vote. Notice of today's meeting and the related proxy materials or a notice of internet availability of these materials were mailed beginning March 11, 2024, to shareholders of record as of March 1, 2024. Deborah Baker, a representative of Broadridge Financial Services, has been appointed inspector of election and is participating in today's meeting. She has advised me that holders of shares representing at least 83.3% of the shares entitled to vote are present in person or represented by proxy, which constitutes a quorum.

Brian Moynihan
Chair and CEO, Bank of America

Thank you, Ross. So I declare a quorum as present. I would like to take a moment to recognize the Bank of America teammates who are serving as proxies for today's meeting. They are Jeff Busconi Head of Wealth Management Strategy Products and Services for our company, and Mary Droesch, head of consumer small business and wealth management banking and lending products. Thank you to Jeff and Mary for joining us today. Also with us today are Bernadette Geis and Richard Slay, representatives from our registered public accounting firm, PricewaterhouseCoopers. We're now ready to consider the 10 items that are up for shareholder vote today. You can now submit your questions regarding those proposals, and we'll answer them after all the proposals are presented and before the polls close.

The four management proposals are: number one, electing our 13 director nominees; number two, approving our executive compensation through an advisory, non-binding say-on-pay resolution; number 3, ratifying the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2024; and number four, a proposal to amend and restate the Bank of America Corporation equity plan. There are also 6 shareholder proposals that are included in our proxy statement to be presented. Proponents each have 3 minutes to present those proposals. There'll be a double beep when there are 30 seconds remaining in the three-minute time period. Our first shareholder proposal relates to a report on risk of politicized debanking and was submitted by Leonard Krumpler. Steve Happ of Indigenous Advance Ministries will present the proposal on behalf of Mr. Krumpler as provided in a recorded statement.

Steve Happ
Founder, Indigenous Advance Ministries

My name is Steve Happ. My organization, Indigenous Advance Ministries, partners with on-the-ground groups in Uganda to care for orphaned and at-risk children, educate vulnerable children and prisoners, stop sex trafficking, and provide other essential services. Last April, Bank of America sent me a series of letters out of the blue stating that it was closing our ministry's deposit and credit card accounts within 30 days. That was two weeks before we had to leave on a mission trip to Uganda. The bank claimed that it no longer wanted to serve our business type and that we exceeded the bank's risk tolerance. The bank also closed the accounts of a local church that supports Indigenous Advanced as well as a separate for-profit company that employs hardworking Ugandans. The whole ordeal was a nightmare.

We scrambled to change accounts, had to drastically reduce funds for the trip, and we were forced to delay paychecks to our employees and ministry partners in Uganda by several weeks. These people don't live paycheck to paycheck but meal to meal. We regularly feed orphans through our partner ministries, and thankfully, this cancellation came at a time that didn't deprive children of a chance to eat. I spent many frustrating hours trying to get an explanation for the account closures on the phone and in person at my local branch, but I was never given a specific reason why Bank of America closed our accounts.

Bank of America stonewalled me for months, but when a reporter from the Daily Mail asked Bank of America for a comment, the bank's PR team settled on the talking point that it does not provide banking services to organizations that provide debt collection services. In response to the media inquiry, the bank had apparently scoured the internet and seized on one fleeting reference to debt collection on the for-profit company's website, but neither Indigenous Advance Ministries nor the church collect debts, nor was the bank able to point to any policy prohibiting account holders from engaging in such activities. In other words, that rationale was a ruse, and even if legitimate, would only apply to one of the closed accounts. Our ordeal is why I'm urging you as Bank of America shareholders to support the report on risks of politicized debanking.

The proposal calls upon Bank of America's board of directors to take tangible steps to make sure this doesn't happen to anyone else. We're not the first victim of debanking, but we'd like to be the last. Thank you for your time.

Brian Moynihan
Chair and CEO, Bank of America

The next shareholder proposal relates to a report on lobbying alignment with Bank of America's climate goals and was submitted by Sadia Geiss. Kate Monahan from Trillium Asset Management will present this proposal on Ms. Geiss's behalf as provided in a recorded statement.

Kate Monahan
Director of Shareholder Advocacy, Trillium Asset Management

Good morning to the board, management, and fellow shareholders. My name is Kate Monahan, director of shareholder advocacy at Trillium Asset Management, and I hereby move proposal number six, which asks Bank of America's board of directors to report on whether and how it is aligning its lobbying and policy influence activities and positions, both direct and indirect, with its public commitment to achieve net-zero emissions by 2050. Climate risks have the potential to destabilize the financial system, according to financial regulators such as the Financial Stability Oversight Council, the Federal Reserve, the Commodity Futures Trading Commission, and the Office of the Controller of the Currency.

In response to climate-related risks and opportunities, Bank of America committed to achieve net-zero greenhouse gas emissions by 2050, including its financed emissions, and joined the Net Zero Banking Alliance, which has recognized the critical importance of supportive public policies in enabling a timely and orderly transition. The bank has also set a goal to mobilize $1 trillion in financing for low-carbon and sustainable business activities by 2030. We commend the bank for setting these goals, but their success may depend on policy and regulatory response to the transition. Without robust supportive public policies, Bank of America's climate goals for itself and its clients, as well as the global goal of the Paris Agreement, may be at risk. Our bank's lobbying and other public policy activities, especially those conducted indirectly through trade associations, do not appear to be aligned with its own net-zero commitment.

For example, the U.S. Chamber of Commerce, to which Bank of America belongs, has taken a leading role in opposing public policies designed to support decarbonization, including suing the EPA to stay a rule that would have slashed greenhouse gas emissions from coal-fired power plants. Other companies, including Microsoft and Bayer, have responded to investor concern by releasing reports conducting the analysis requested by this proposal. Bank of America's existing disclosures fall far short of what the proposal requests because they neither provide information about positions taken in public policy advocacy nor do they analyze alignment of those positions with the bank's net-zero commitment.

Transparency regarding the governance of lobbying activities, trade association memberships, and policy actions, and any efforts made to address misalignments between company policy and lobbying positions are key elements of managing climate risk and establishing a policy environment supportive of Bank of America's goals and the Paris Agreement. Thus, we urge you to vote for Proposal four. Thank you.

Brian Moynihan
Chair and CEO, Bank of America

The next shareholder proposal relates to disclosure of a clean energy financing ratio and was submitted by the New York City Employees Retirement System. Brad Lander, the New York City Comptroller, will present the proposal and has provided a recorded statement.

Brad Lander
Comptroller, New York City

I submitted Proposal seven on behalf of the city's pension funds with more than $314 million invested in Bank of America's long-term success. Proposal seven asks the company to disclose the ratio of its financing of low-carbon energy supply relative to its financing of fossil fuel energy supply. It should also disclose its methodology, including what it classifies as low-carbon or as fossil fuel. This ratio integrates both halves of the equation. What the science tells us is needed to avoid the most devastating consequences of climate change, a rapid transition away from fossil fuels, and a tripling in global annual clean energy investment by 2030. While I commend the company's commitments to achieve net-zero financed emissions by 2050 and allocate $1 trillion toward the environmental transition, the bank's backtracking on policies regarding financing new coal mines, coal-fired power plants, and Arctic drilling are big steps in the wrong direction.

This apparent move away from previous stances suggests a potential shift in the bank's strategy and associated risk exposure, necessitating enhanced disclosure to investors regarding its energy supply financing. Disclosure of its clean energy supply financing ratio would complement the bank's current disclosures, particularly with respect to its financing of emissions and the environmental transition. Financed emissions disclosure is essential, but it entails data availability and reliability challenges. The $316 billion that the bank reportedly deployed as of 2023 to the environmental transition "lacks specificity" with respect to energy supply financing. In addition to low-carbon energy, it includes energy efficiency, clean transportation, water and sanitation recycling, and sustainable agriculture. Those are all nice things, but investors need more information to assess the bank's financing specific to low-carbon energy supply as well as its investment relative to the company's financing of fossil fuels.

The board argues that disclosing its ratio is unnecessary since Bloomberg has developed methodologies to calculate the ratio for global banks and discloses them publicly. However, the ratio that Bloomberg discloses for Bank of America relies on commercial databases and estimates rather than on company reporting. A ratio calculated by the bank itself, not by third parties, would be more reliable and decision-useful for investors. In response to proposals from New York City's pension funds, Citi, JP Morgan, and Royal Bank of Canada committed this spring to disclose their clean energy financing ratio and underlying methodology. This demonstrates the feasibility and the growing momentum for energy supply financing transparency. Given the constructive tenor of our initial discussions with management, as we had with the other banks, we were disappointed that the board decided to oppose the proposal.

I call on the board to reconsider and join peer banks that are leaders in energy supply financing transparency. Thank you for the board's consideration and to shareholders for your support.

Brian Moynihan
Chair and CEO, Bank of America

The next shareholder proposal relates to shareholders' rights to act by written consent and was submitted by Kenneth Steiner. Kenneth Steiner is not here to propose it, but Glenn Beatty will present this proposal on behalf of Mr. Steiner. Mr. Beatty, you'll have three minutes to present the proposal. You hear a double beep when you have 30 seconds remaining, and at three minutes, your line will be muted. Please go ahead, Mr. Beatty.

Speaker 10

Proposal eight, shareholder right to act by written consent, sponsored by Kenneth Steiner. Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate topic for 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 like the election of a new director. For instance, Bank of America executive pay was rejected by 30% of shares in 2023.

The 30% rejection raised alarms all the more because it takes much more Bank of America shareholder conviction to reject executive pay and thereby disregard the board of directors' recommendation than to simply go along with the board's recommendation. The shareholder right to act by written consent could give the Bank of America directors more of an incentive to improve their performance and more of an incentive to keep unqualified directors off of important board committees like the executive pay committee. Please vote yes, shareholder right to act by written consent, proposal eight . Thank you.

Brian Moynihan
Chair and CEO, Bank of America

The next shareholder proposal relates to an independent board chair and was submitted by John Chevedden. Mr. Chivedden is not here to present his proposal. Mr. Beatty will also present his proposal on behalf of Mr. Chivedden. Mr. Beatty, again, you have 3 minutes to present your proposal. You hear a double beep when you have 30 seconds remaining, and at 3 minutes, your line will be muted. Please go ahead.

Speaker 10

Proposal nine, independent board chairman. Shareholders request that the board of directors adopt an enduring policy and amend the governing documents as necessary in order that two separate people hold the office of chairman and the office of CEO as follows. Whenever possible, the chairman of the board shall be an independent director. This proposal topic won 52% support at Boeing and 54% support at Baxter International. Boeing then adopted this proposal topic in June 2020. The roles of chairman and CEO are fundamentally different and should be held by two directors, a CEO and a chairman, who is completely independent of the CEO and our company. A lead director is thus no substitute for an independent board chairman. With the current CEO serving as chair, this means giving up a substantial check and balance safeguard that can only occur with an independent board chairman.

A lead director cannot call a special shareholder meeting. A lead director can delegate many details of his lead director duties to management and then simply rubber stamp it. Management has not explained how shareholders can be sure of what goes on in regard to a lead director delegation. One sign that Bank of America management does not believe in shareholder input on this important topic is that Bank of America management gives its shareholders extra help to push shareholders to vote the management-approved way. Bank of America management routinely spends shareholder money to publish a glossy, simplified voting guide for shareholders shortly before the annual meeting. How can there be any genuine shareholder engagement if management routinely stacks the deck in its favor with an extra dose of the simple, approved management way to vote?

This proposal topic previously won 30% support from Bank of America shareholders in spite of an extra dose of how management thinks shareholders should vote. There is clearly a need for change because Bank of America stock price was $35 four years ago. Please vote yes, independent board chair, proposal nine.

Brian Moynihan
Chair and CEO, Bank of America

The final shareholder proposal today relates to changes in the executive compensation program and was submitted by Jing Zhao, who will be presenting his proposal through a recorded statement.

Speaker 11

Good morning, fellow shareholders. Rather than reading the whole content of my proposal, I would like to emphasize two points. First, as John Maynard Keynes said in his book, The General Theory, 1936, the outstanding faults of the economic society in which we live are its failure to provide for full employment and the arbitrary and inequitable distribution of wealth and incomes. Second, the methodology of the executive compensation program is flawed. Please vote for proposal 10 to improve the executive compensation program. Thank you.

Brian Moynihan
Chair and CEO, Bank of America

We will now respond to any questions from shareholders related to the 10th proposal specifically before we move forward. Lee McEntire, Bank of America's head of investor relations, Lauren Mogensen, our global general counsel of the company, and Ross Jeffries, our corporate secretary, are here today to assist with questions. I'll pause a moment to see if any questions have been submitted about the proposals. Do we have any questions on the proposal, Lee?

Lee McEntire
Head of Investor Relations, Bank of America

Yes, Brian. We do. So the first question reads, "JP Morgan Chase, Citi, and Royal Bank of Canada have all agreed to begin disclosing the ratio of financing for renewable energy compared to fossil fuel energy in line with research from Bloomberg NEF. If other major banks can disclose this figure, why can't Bank of America? Why is B of A telling investors not to support this resolution?

Brian Moynihan
Chair and CEO, Bank of America

So let me provide one general comment, and I'll ask Larry Di Rita, our head of government relations, who leads our efforts to work on all these matters. So in general, number one, we as a company have, as related to by the proponents, a $2.5 billion financing goal for the SDGs, a trillion of which is for the environment, of which 300+ billion (and I emphasize billion) has gone out in the first three or four years of that program ahead of pace. It was a 10-year commitment. That harkens back to a $25 billion commitment from 15-20 years ago, which became 50, which became 300, which became 500, and now it's a trillion. So that overall picture is how we actually approach this. We're helping our clients make the transitions they need to make. We have massive disclosure in multiple different forms to TCFD.

You can look in our annual report, and you will see massive disclosure about all the things we do. And so I'll let Larry talk about the financing ratio specifically. Larry?

Larry Di Rita
Head of Government Relations, Bank of America

Yeah, sure thing, Brian, and thank you. I'll just first start by emphasizing that we are strong believers in extensive non-financial disclosure in these areas. In fact, we've led in the development of a range of, with the Big Four accounting firms, a range of metrics for non-financial disclosure that have now been adopted by several hundred companies. That led to the further work to converge voluntary disclosure standards in the International Sustainability Standards Board. We're big believers in non-financial disclosure. We provide a lot of non-financial disclosure. One of the principles behind our disclosure methodologies is also the desire for consistent and standardized disclosure. The simple fact is that there presently is not a methodology for calculating clean energy finance ratios that's been standardized across industries so that investors can have comparable data to look at.

Bloomberg NEF, as we cite in the proxy, is providing whatever measure of standardization that there is in this particular metric. We provide our data to Bloomberg NEF. Should there be a development of a more consistent sort of methodology across industries so that there could be comparable shareholder evaluation across industries and sectors, we'll look at it. But for the time being, we felt it was satisfactory given the extensive disclosure that we provide. And given our view that standardized disclosure is important, that Bloomberg is already providing that data. If this were to get regulated and there is some question about potential regulation on this metric coming out of the European Union, we'll obviously look at that. But for the time being, we believe in extensive disclosure. We provide extensive disclosure. We think standardized disclosure is a better approach, and Bloomberg's providing that standardization at this moment.

Brian Moynihan
Chair and CEO, Bank of America

Thank you, Larry. Lee, do we have any other questions on the specific proposals?

Lee McEntire
Head of Investor Relations, Bank of America

Yes, Brian. We have a question from a shareholder that's asking regarding proposal number five. It is, "Bank of America has drawn scrutiny, including from the conservative 1792 Exchange, for debanking Christian nonprofits without explaining why. What steps is the company taking to avoid politicization in their debanking policies?

Brian Moynihan
Chair and CEO, Bank of America

There is no determination made from a political standpoint. Larry, you've addressed this particular case in the.

Larry Di Rita
Head of Government Relations, Bank of America

I think, Brian, and this came up in the proponent reading it earlier too. We don't take political and religious factors into account when engaging in client activity. We have more than 100,000 faith-based clients that we're serving through our consumer and small businesses, and that includes the full range of faith-based organizations. What we do have are some limitations on our ability to serve clients who operate through that business, to serve clients who operate outside the United States, and also to serve clients who are involved in debt collection services. And in fact, in some specific cases, it says right on the website of those organizations that they're involved in helping get overdue invoices, which is, in fact, debt collection. So regrettably, those are services we're not able to provide through the business that supports those more than 100,000 faith-based organizations, and that's the determination there.

But we don't take political viewpoints or religious considerations into account when establishing these relationships.

Brian Moynihan
Chair and CEO, Bank of America

Okay. Thank you, Larry. Lee, any other questions on the proposals?

Lee McEntire
Head of Investor Relations, Bank of America

Brian, at the moment, we have no further questions on the proposals.

Brian Moynihan
Chair and CEO, Bank of America

Okay. Thank you. So that was the last question submitted directly in the proposals for general Q&A. We'll pick that up later. You'll have the opportunity to submit those during the second Q&A session after the company update. There being no further questions, I declare the polls are now closed. And as our team consolidates the final results, I'm going to give you a short update about the company. And I want to start with that update by recognizing our board of directors, our management team, and the 212,000 teammates who work every day and have delivered another strong year in 2023 and a strong first quarter through their continued focus on driving responsible growth. Today's annual meeting occurs at a time when global and U.S. economies continue to be affected by lingering inflation and high interest rates that followed the pandemic and many other factors.

And while questions around all those uncertainties remain, there is one thing you, our shareholders, can depend upon. Bank of America will continue to do what we do best: focus on responsible growth, focus on serving our customers and clients with our industry-leading capabilities. After a decade of responsible growth, we believe Bank of America continues to demonstrate that we can grow in an environment and deliver for our stakeholders. In 2023, we once again did that. And just to give you a sense, between 2020 and 2023, where there are many different instances, COVID pandemic, the recovery from the pandemic, two wars, inflation, fiscal spending, monetary tightening, and all the different things that went on, your company earned $100 billion after tax, bringing us to over $200 billion in the last 10 years. We did that. And how did we do that? Let's look at our 2023 performance.

Your company earned $26.5 billion in net income in 2023 or $3.08 in diluted earnings per share. That was a decline of 4% compared to 2022. However, that included a pretax FDIC Special Assessment for the failures of certain regional banks last year and the impact of the future assessment of the Bloomberg Short-Term Bank Yield Index, or BSBY, so-called. These charges combined a total of $3.7 billion pre-tax to $2.8 billion after tax at $0.35 per share. Excluding those items, full-year adjusted income was $29.3 billion after tax. Adjusted EPS was $3.03 and $0.42, and that grew 7% compared to 2022. Total assets for the company were $3.18 trillion in 2023, up 4% compared to 2022. Total deposits were $1.92 trillion. They were down less than 1% year-over-year but have increased 4% through the trough in mid-May 2023.

In 2023, our loans and leases increased to more than $1.05 trillion. Asset quality was relatively stable, and provision expense for the year was $4.4 billion. Last week, we shared our first quarter results for 2024. For the first quarter, your company reported $6.7 billion in after-tax net income or $0.76 per diluted share. These results included pretax non-interest expenses of $700 billion, $530 million after tax, or $0.07 per share for an additional FDIC assessment associated with those same bank failures mentioned earlier. Excluding that charge, the first quarter adjusted net income was $7.2 billion, our adjusted diluted earnings per share of $0.83 per share. Our focus on delivering for our clients across our eight lines of business has continued to serve us well as market conditions have changed.

Each of our business lines has delivered strong organic growth that drove results and helped our fee-based activity offset lower net interest income. We generated year-over-year loan growth. We grew deposits, all with disciplined pricing. We saw record revenue in wealth management. We saw a rebound in investment banking activity, and we saw continued strong momentum in our sales and trading business. That business experienced new records as well, growing revenue on a year-over-year basis for the eighth consecutive quarter. Our balance sheet remained strong at the end of the quarter, with average deposits of $1.91 trillion, increasing 1% over quarter one 2023. Average loans and leases were $1.05 trillion, were modestly higher versus the first quarter of last year.

We have Common Equity Tier 1 capital, which is the regulatory capital, of $197 billion and a Common Equity Tier 1 ratio of 11.8% that remains well above our regulatory minimum of 10%. We have average global liquidity sources of more than $900 billion at the end of the quarter. For shareholders, this past quarter alone, we paid $1.9 billion in common dividends and repurchased $2.5 billion of our common stock, including repurchased to offset shares awarded under the equity-based compensation plan. In 2023, and more recently in the first quarter this year, we continue to deliver through our relentless focus on operational excellence. OPEX is the heart of what we do to reduce costs by limiting process efficiency across our company so that we can reinvest those savings to our client experience, our team, our capabilities, our communities, and our shareholders.

We employ all of our employees to drive OPEX across our company. As a result of the past decade, OpEx has resulted in nearly $5.6 billion in annual expense savings and $12.7 million of capacity saved through the first quarter. Our expense base in 2023, excluding this special assessment, was $63.7 billion for the entire year. That is down more than $5.5 billion over the last decade. We operate our company on 212,000 people. That's down 30,000 employees over the last decade. This is a result of relentless work to improve processes and provide our customers with the ability to self-serve by taking advantage of these award-winning digital platforms. OPEX-driven discipline also helped us allow us to lower expenses while continuing to invest. We've expanded our technology initiatives from $3 billion to $3.4 billion last year, and there'll be $3.8 billion this year. We've opened a new market.

We've expanded the Salesforce capacity throughout the franchise. And how did we do all that? We drove Responsible Growth in its four core tenets. We grew and won in the market. We grew with our customer focus. We grew with our risk framework, and we're growing in a sustainable manner. I'd like to touch briefly on a couple of key elements for those. First, we deliver for our clients. At the end of the day, we come to work every day and ask our clients, "What would you like the power to do?" We listen to their answers, and we develop products and capabilities to do that across all of our lines of business. Many of our clients continue to want expanded digital capabilities, allowing them to access their accounts and conduct transactions when they want, where they want, and how they want.

Our ongoing investment in digital has driven growth across our company. We ended the year with 75% of our consumer households actively using all the digital platforms. Our virtual financial assistant, Erica, which launched five years ago, has reached over 2 billion interactions, and more than 40 million of our clients use it. Sales transactions across the board continue to increase, and even in our private banking segment, have increased 37%. 75% of our commercial, corporate, and business banking clients were digitally active on our Cash Pro and related platforms. We also continue to establish and deepen client relationships, which often begins with a core checking account. We ended 2023 serving 36.7 million consumer checking accounts, including 20 straight quarters in net account growth. Our record consumer investment assets in our Merrill Edge platform are $424 billion. That grew 33% from the fourth quarter of 2022.

Consumer investment accounts continue to grow up 10% from 2022. We also opened 4.6 million new consumer credit card accounts last year, and we celebrated the ninth year of our industry-leading preferred rewards program. That has 11.1 million total clients enrolled, and that continues to increase every year. We attained our leading position among the nation's largest small business lenders with $25 billion in small business loans and $3.9 billion in small business checking accounts. We are also an industry lender in agricultural lending. Our wealth management business welcomed a record 40,000 net new relationships across Merrill and the private bank. Global banking ended the year with more than $379 billion in outstanding average loans and $505 billion in average deposits. Global markets, as I said earlier, had a standout year, driving the highest sales and trading revenue in the company's history at $17.4 billion in revenue.

So in addition to those digital needs, we also know that clients want to be served in person. Last year, we opened 50 new financial centers and markets to expand our presence. We renovated 911 of our financial centers last year. Since 2018, we've invested $3 billion into our branch system to make it better. We also deliver for our teammates, driving responsible growth. In our view, one of the tenets is to be a great place to work. Investments we make in our teammates are designed to help them thrive by providing both physical, emotional, and financial wellness support for them and their families, and great learning and development opportunities so they can build long-term careers at our company. In 2023, we increased our U.S. minimum hourly wage to $23, our next step towards $25 in 2025.

For the seventh time, we presented approximately 97% of our teammates with a Sharing Success Compensation Award. That total is more than $4.8 billion distributed to our team since the program was introduced in 2017. Our paid sabbatical program went active in full across the whole company last year. 10,000 employees took the sabbatical last year and 2023. For the 11th year in a row, teammates earning less than $50,000 annually had no increase in medical premiums for the 11th year in a row. We also continue to maintain an inclusive and supportive environment where every employee can build, enjoy, and meaningful career. This work and much more helped drive our employee engagement to 87% top-two box score, up 2% from 2022, while our D&I index remained strong at 84%. We also delivered for our communities.

Our responsible growth also calls us to help strengthen our communities in which we do business. In 2023, employees volunteered a record 2.5 million hours supporting local organizations. We provided nearly $300 million in philanthropic investments to help drive economic mobility, including $5 million for natural disasters and humanitarian needs. These funds, the $300 million, included funds to support our partnership with the Foundation to Combat Antisemitism and other groups, such as the World Food Program, which provide humanitarian aid in Gaza in response to the rise in expressions of hate following the terrorist attacks in Israel. This support builds on our longstanding broad-based work to help fight hate and discrimination toward any group. Another key aspect of our community support is our work in the affordable housing sector.

A few years ago, we made a $15 billion community homeownership commitment, and we've helped nearly 45,000 individuals under that and families purchase a home with more than $11 billion in affordable lending and nearly $500 million in down payment and closing cost grants. In 2023, we also announced our second round of financing for our Veteran Loan Fund. This doubled our commitment that has already funded over 500 small businesses built by veterans. Our commitment to sharing success also demands we work to secure a sustainable, lower-carbon future. In 2021, we set a goal to mobilize and deploy $1.5 trillion by 2030 to support the Sustainable Development Goals. At the end of last year, we mobilized $560 billion in sustainable finance, with more than $316 billion focused on our clients' needs to transition to a lower-carbon, sustainable economy.

I'm often asked why Bank of America invests so much time and effort and energy in clients who are engaged in the clean energy transition. The answer is simple. It's strong business for you, our shareholders. We continue to provide capital for private equity and venture funds led by diverse managers, committing more than $500 million in equity investments to minority and women-led funds, more than doubling our initial $200 million commitments. We also deliver for you, our shareholders. We believe the long-term view of our stock performance is healthy in times of near-term volatility, and that our consistent performance will ultimately drive our share price. Over the course of the last decade, our stock price has shown strong performance against our peer bank KBW Index.

The certainty around interest rates and the economic uncertainties that were expected to impact credit costs for banks caused banks to underperform the broader S&P 500 index over the last couple of years. More recently, we've seen a lift in our share price in recent months as some of these uncertainties start to fade. Since October 2023, we have outperformed many of our peers as well as the bank index and the S&P, rising 50% during that time. Year to date, our stock is up 13%, with the bank index and the S&P 500 up roughly half of that. Overall, we believe your company remains well-positioned for the future and what we foresee as a better operating environment in the second half of 2024. Let's summarize. At a time of continued change, we continue to drive Responsible Growth.

We deliver profits and purpose and drive organic growth across our franchise. We manage our risk and our expenses. We invest in our people. We invest in their careers. We invest in high rates of employee satisfaction, resulting in very low turnover. We invest in our digital capabilities, in the physical spaces our teammates work, and that we serve our customers. We continue to drive our company to be simpler and more efficient, and we return capital to you, our shareholders. Again, we are a corporate leader addressing important issues affecting our communities. Our entire team drove this work, and I thank them for that. Those achievements pale by comparison to what lies ahead of us as a chance to keep driving this great company forward.

On behalf of my teammates, our management team, our board of directors, thank you for your support of Bank of America. With that, we're going to now review the preliminary resulting votes before we go to general Q&A, and you can submit your questions for the general Q&A. Ross, would you please report on the preliminary voting results?

Ross Jeffries
Corporate Secretary, Bank of America

Thank you, Brian. Our inspector of election reports on the following preliminary results. All 13 director nominees have been duly elected to the board of directors, and all management proposals have passed. The shareholder proposal regarding a report on risks of debanking did not pass with approximately 3% support. The shareholder proposal regarding a report on lobbying alignment with Bank of America's climate goals did not pass with approximately 27% support. The shareholder proposal regarding disclosure of a clean energy financing ratio did not pass with approximately 26% support. The shareholder proposal requesting the right to act by written consent did not pass with approximately 13% support. The shareholder proposal requesting an independent board chair did not pass with approximately 31% support. The shareholder proposal requesting changes to the executive compensation program did not pass with approximately 7% support.

Final voting results will be reported in a Form 8-K filing with the Securities and Exchange Commission within four business days of today's meeting. Thank you, Brian.

Brian Moynihan
Chair and CEO, Bank of America

Thank you, Ross. We now completed the official business of the meeting, and a formal meeting is now adjourned. We're now going to answer questions about Bank of America more generally. As a reminder, the rules of the meeting remain in effect. If you have questions about a personal financial matter, I strongly encourage you to go to the link or phone number provided in the rules of the meeting for direct personalized assistance. If we don't have time to answer your question during today's meeting, please contact us directly through our investor relations website. As I stated earlier, we'll take approximately 30 minutes of questions. Lee, if we go to the first question.

Lee McEntire
Head of Investor Relations, Bank of America

Yeah. So Brian, bear with me for a moment because I'm going to group a few things around our environmental and social risk policy framework. The questioners, the first one comes in that says, "Bank of America's September and December 2023 frameworks describe a heightened due diligence process for companies involved in thermal coal mining. In September of 2023, Bank of America arranged a bond for Glencore, one of the world's biggest coal producers. In October of 2023, Bank of America funded Whitehaven Coal, the largest undiversified coal company on the Australian share market.

Were these transactions elevated to be of a senior-level risk committee, as stated in the policy, why were these risky coal transactions permitted?" The same questioner asked a question, "Why did Bank of America step back from some policy commitments in its Environmental and Social Risk Policy Framework update in December of 2023 and when the bank had updated that policy just three months earlier?" There is one other very similar question, Brian, I'd like to add into that. Another shareholder asked, "Bank of America recently became first and only major bank to reverse course by withdrawing its commitment to not directly finance new oil and gas properties in the Arctic as well as new coal projects.

How can investors trust that the bank will stick to other voluntary commitments it makes, including those commitments it makes in response to shareholder resolutions? If we could get a response on those three grouped together, Brian, I think that would be good.

Brian Moynihan
Chair and CEO, Bank of America

Well, I think in the general sense, we have continued to look at our policies, given questions and responses to them, and have amended them as we see necessary to make sure the policies reflect how we run the company and the way we go about it. I can tell you that all the transactions that you're talking about would have gone through the risk committees of the lines of business and into the broader risk committee and were approved based on our principles. And so I think many have read both ways these policies in the past and what they mean and what they don't mean. And then we clarified them and focused on the risk management aspect of what we do as a company, and we will continue to do that.

We have always been clear that our job is to help finance a transition, and our clients will make that transition, not our company. Our job is to work with those clients to help them make that transition. Therein lies the $315 billion of financing we've done, and we continue to do. Just to give you a sense, if you were to look at our financial statements and see the tax rate that you see, you will see that that tax rate is disclosed to be lower than it would otherwise be due to the large amount of tax credits we get by supporting wind, solar, and other investments in America for a substantial share of those. That's the kind of thing we do to actually help deliver a cleaner environment in Texas wind and Oklahoma wind and California wind and all over and also in solar plants.

That's how we do it to actually create the transition and make the transition to a cleaner energy future. Next question, Lee.

Lee McEntire
Head of Investor Relations, Bank of America

Thank you, Brian. The next one also is linked to these policies but a little bit different. So the questioner, "Indigenous Peoples of three tribes of West Virginia, Virginia, and North Carolina wrote to the United Nations Special Rapporteur Rights of Indigenous People for not protecting their human rights by allowing for the Mountain Valley Pipeline and its Southgate Extension to impact sacred lands and artifacts. B of A finances the Mountain Valley Pipeline. How will B of A assess risk to its Indigenous rights, respect those rights, and end all financing towards the Mountain Valley Pipeline and the Southgate Extension?

Brian Moynihan
Chair and CEO, Bank of America

I think in a general sense, we continue to, as I said before, we continue to assess the risk of proposed transactions and how they're consistent with our policies. This specific one, I'm going to ask Larry, who helps lead the group that assesses that as part of the risk committee, to respond to this particular element. Larry?

Larry Di Rita
Head of Government Relations, Bank of America

Yeah. Thank you, Brian. As was alluded to in the prior question, we have an environmental and social risk policy framework in which we delineate areas that we expect to engage in enhanced due diligence. As Brian indicated, for specific transactions, that process works, and we have enhanced due diligence to look at client-specific and transaction-specific discussions and make determinations. Our environmental and social risk policy framework does, in fact, provide for enhanced due diligence in the areas of human rights and Indigenous people's rights. We're pretty explicit about it. We lay it all out, again, on a client and transaction-specific basis. We specifically indicate that we do ask our clients to demonstrate their alignments with the objectives and requirements of certain protocols, including the IFC Performance Standard 7, which addresses the impacts to Indigenous Peoples, including free, prior, and informed consent.

That's a factor that goes into our discussion when we look at these individual transactions and make the enhanced due diligence determinations.

Brian Moynihan
Chair and CEO, Bank of America

Thank you, Larry. Lee, next question.

Lee McEntire
Head of Investor Relations, Bank of America

Yes, Brian. The question is, "I'm seeing data that says the consumer credit balances are rising and the default rates are increasing. Is Bank of America seeing the same thing? How will that affect our stock price, and can we account on a dividend increase this year?

Brian Moynihan
Chair and CEO, Bank of America

So number one, a little context on the credit card business at Bank of America. We run a prime credit card book, and we have that for years. Coming up to 2019, we had an extended period of very strong credit quality in that book. Then the pandemic came, and the credit quality got a lot more strong. And so 2019 were multi-year lows in general credit quality for the company and also a low point in the credit card charge-offs that you're referencing. They fell during the pandemic even further, honestly, to even better credit quality. And what you've seen over the last 12, 18 months is the normalization of that back to what it was looking like in 2019, which is a very good time for the industry and for our company.

So when you also look at the near-term delinquencies, what we call 5- and 30-day delinquencies, you will start to see now that we've seen those flatten out as they've gotten to the more normalized levels. As we work through the next several months, we expect those charge-offs to basically level out at this rate of about 3.5%, which in a historical context is under we underwrite to expect a higher amount of charge-offs in that as we look at the economics of the capabilities. So we feel very good about our credit quality and the credit card business.

Lee McEntire
Head of Investor Relations, Bank of America

All right, Brian. Thank you. The next question is, "Bank of America has a paid partnership with HRC, which effectively means that it's using shareholder money to fund lobbying for legislation to allow males to use women's restrooms and compete in women's sports and to allow irreversible gender transition surgeries on confused and vulnerable minors. Most Americans, and therefore most shareholders, find these practices deeply immoral and barbaric. Why is the company using the assets of all shareholders to fund an agenda that most of them despise?

Brian Moynihan
Chair and CEO, Bank of America

Just to be clear, what we do at our company is we strive to have a great place to work. We have 200,000 teammates. They have 600,000-plus family members. And they all have an active dialogue with us about their interest in supporting them. And you can see that with an employee score of 87%, it's obviously they believe in what the company's doing. We support a range of organizations that reflect the range of those teammates' perspectives and the range of our communities and clients' perspectives. So I'm not sure I agree with the premise of your question, but that's how we come to the conclusion of who we support and why.

Lee McEntire
Head of Investor Relations, Bank of America

Okay. Thank you, Brian. The next question is similar to one that was asked at the end of the last question and is inquiring as to whether the dividend will be raised.

Brian Moynihan
Chair and CEO, Bank of America

Oh, sorry. I missed that as part of the credit card question. We can't commit to the future, but if we've consistently raised our dividend in the high single-digit % every year, you'd expect that with a strong earnings performance of a company, a strong capital position, we would continue along to that. We have to go through the CCAR process, as you're all aware, every year. We've let 11 of the 12 years or whatever it is in terms of the highest quality credit charge-offs and things like that go into the credit quality question. But your board of directors will continue to look at increasing the dividend in a similar fashion as before. But we have to sort of get to the facts and understand the situation when we get there. But you should expect that will continue.

Lee McEntire
Head of Investor Relations, Bank of America

Thank you, Brian. The next question says, "Brian, looking at the annual report, I could not find reference to changes to the branches. In the branch on Hope Street in Providence, the changes have been dramatic. I think you used this branch when here. Myself and friends feel it makes banking more difficult. Longer lines since now only one teller. Are all the branches changing? Have you measured customer satisfaction from this change?

Brian Moynihan
Chair and CEO, Bank of America

Thank you for the question. I do use the Hope Street branch on occasion. But just to put it in general sense, as I said earlier, we've invested $3 billion in the branches over the last several years. That has two or three pieces to it. One is obviously new branches in places we serve and new places to serve and new markets, whether it's Columbus, Ohio, Cleveland, or Cincinnati, or Indianapolis, or Minneapolis, or Denver, etc. Or it's new branches in markets we currently serve and consolidate branches into them to bring those branches to how we believe we should serve the customer. And the third is renovations. And as I said earlier, we've renovated almost 900 branches plus last year. That $3 billion investment will continue. The configuration of branches is done by a team of experts that meets the needs of the clients.

The satisfaction with the branches continues to rise, and it's already at very high levels. Attrition of customers is at very low levels. We feel very good about how it works. We have a high-touch, high-tech. We believe the branch system is critical to what we do, and the teammates in there provide it. The plain facts are that from 10 years ago, the numbers of checks deposited in branches down by high measures, which reduces the amount of service in the branches and other types of activities. We continue to modify the way the branch works. Frankly, given some space configuration questions we have in some of these older buildings where we can't quite design them the way that you might if you started from scratch. I'll ask our teammates to look into your specific questions about the Hope Street, Providence branch.

But it's all well thought out by a team of experts who spend a lot of time talking to customers, talking to teammates, and trying to make sure the branch works for everyone. Lee.

Lee McEntire
Head of Investor Relations, Bank of America

Okay. Thanks, Brian. The next question is in reference to a comment you made in your commentary, Brian. The comment about $11 billion invested in the homeowners program is for Bank of America employees, investors, and/or shareholders, or just what was lent to customers?

Brian Moynihan
Chair and CEO, Bank of America

That is all customer activity.

Lee McEntire
Head of Investor Relations, Bank of America

Okay. Thanks. A few different questions, Brian. "Could BAC move the shareholder proposals to the end of the meeting like Berkshire Hathaway? Shareholders who have already voted can choose to listen or not.

Brian Moynihan
Chair and CEO, Bank of America

I'm sorry, Lee. I didn't get the point of that.

Lee McEntire
Head of Investor Relations, Bank of America

I think the question was, "Can the shareholder proposal period be moved to the end as opposed to the general Q&A so that shareholders can drop since they've already voted and don't care to hear the end of that?

Brian Moynihan
Chair and CEO, Bank of America

I think we run the meeting this order to make sure we run a meeting that starts and finishes and conducts the business. And then we have the general Q&A session because a lot of it doesn't pertain exactly to the questions. So I don't anticipate any changes.

Lee McEntire
Head of Investor Relations, Bank of America

Thank you, Brian. The next question, "Do you plan to go to in-person meetings visiting directly with staff?

Brian Moynihan
Chair and CEO, Bank of America

In terms of in-person meetings?

Lee McEntire
Head of Investor Relations, Bank of America

Yeah. I think, Brian, generally, I think they're asking if we went to in-person meetings, would that allow them to mingle with some of the management?

Brian Moynihan
Chair and CEO, Bank of America

We continue to talk to our shareholders about the format of the meetings. There's plenty of opportunities for colleagues and teammates and customers to meet with our staff, our team. They're out in the field. By the way, we have 30,000 people in branches every day that receive 250,000-300,000 visits every day. There's plenty of time to meet. We'll continue to look at the format of the meeting as we go forward.

Lee McEntire
Head of Investor Relations, Bank of America

Okay. Thank you, Brian. Two questions remaining. The first one is, "Berkshire Hathaway owns a lot of Bank of America stock. Do you often hear from Warren Buffett? If so, what are the communications? Thanks.

Brian Moynihan
Chair and CEO, Bank of America

I think that Berkshire Hathaway owns the stock and sees their companies. They've been a great shareholder, and they are very supportive of what we do. From time to time, I talk to Mr. Buffett about what's going on in the company, but it's not a routine.

Lee McEntire
Head of Investor Relations, Bank of America

Okay. Thanks, Brian. The next question, "You are a talented CEO, and I appreciate all that you do. What will you disclose about retirement plans? Thanks.

Brian Moynihan
Chair and CEO, Bank of America

Our board has a strong succession planning, and it has emergency succession and longer-term succession and pools of candidates and development plans. They engage in it as described in the proxy statement. So we'll keep you posted. But right now, I think that this is a great job, and I'm honored to be doing it. And we'll see what the future holds.

Lee McEntire
Head of Investor Relations, Bank of America

With that, Brian, that was the last question. We'll end on that one. There are no further questions that shareholders have requested.

Brian Moynihan
Chair and CEO, Bank of America

Thanks, Lee. Thanks, Ross, for all your help with the meeting. This concludes today's meeting on behalf of myself, on behalf of Lionel Nowell, and the rest of our board of directors, and on behalf of our management team. We thank you for being a shareholder in our company, and thank you for your support. We look forward to seeing you next year. Thank you.

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