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Issue Focus: Separate Chairman and CEO
New York - September 18, 2015
In anticipation of the Bank of America vote, we look at recent data pertaining to this corporate governance issue

The week prior to Bank of America Corporation's special meeting to vote on a management proposal that will allow for a combined Chairman and CEO provides an interesting opportunity to examine recent voting trends related to this topic and this corporate governance issue in general.

The proposal in question seeks to ratify a bylaw amendment adopted by the company's Board of Directors in October 2014 that permits the Board to determine its leadership structure, including appointing an independent Chairman or allowing the same individual to hold both the Chairman and CEO roles. The bylaw amendment removed a provision that was adopted in 2009 requiring that the Chairman be independent from the corporation. This provision had to be removed in order to grant CEO Brian T. Moynihan the additional role of Chairman in 2014. It was originally adopted in response to the passing of a binding shareholder proposal at the company's 2009 annual meeting. The fact that the board unilaterally reversed a provision adopted directly by shareholders has made this a more contentious vote than a typical corporate governance issue would be. What's more, the timing of the vote, which will take place outside the busy proxy season allowing for more attention and analysis, has made this the highest profile vote on the issue since the 2013 vote at JPMorgan Chase & Co.

Shareholder proposals seeking an independent chairman is a perennial top corporate governance issue and has been trending up
But these proposals rarely actually pass
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