Battle lines are being drawn ahead of a decision on Bank of America's leadership


battle lines

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Military personnel prepare a plan of action.

Bank of America is trying to consolidate its executive leadership by putting CEO Brian Moynihan into its chairman role. 


The U.S. bank last October named Moynihan chairman of the board, undoing an earlier shareholder vote in 2009 to split the roles. 

That move rankled with some shareholders, stock analysts and corporate governance specialists. 

Bank of America is now letting shareholders vote September 22 on whether Moynihan can keep the chairman title, and battle lines are being drawn between opposing sides.

Some are in favor of letting Moynihan keep his expanded executive authority. Then there is a growing din of voices who oppose him. 


CSLA banking analyst Mike Mayo has been one of the most vocal participants in the debate, repeatedly telling shareholders to fight the change.

Public pensions CalPERS and CalSTRS have also promised to vote against the change, along with CtW Investment Group. CtW invests on behalf of pensions. While the pension funds and their representative hold less than 1% of Bank of America's stock, their staking out a public position in advance of the shareholder vote is a statement of intent. 

"This is a big move by CalPERS and CalSTERS," Mayo told Business Insider. "They are leading indicators for sentiment."

A representative for CalPERs told Business Insider that it always votes to separate the positions. 'CalPERS 'Retirement System Statement of Investment Policy, ' which can be read here, stipulates that the investor never votes in favor of consolidating leadership roles at the very top of the companies it backs. 

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CalPERS documents

CalPERS will always vote against the CEO-Chairman combo.

Shareholder advisory firm Glass Lewis said on Wednesday that it is advising shareholders to vote against the move. The firm said that while it is "not particularly objectionable nor contrary to common practices at U.S. companies" to combine the chief executive and chairman post, Bank of America has not provided sufficient rationale for the change.  

Moynihan does have his plaudits however, including billionaire investor Warren BuffettBusiness Insider reached out to Buffett, who took a huge stake of Bank of America preferred stock and warrants four years ago, and asked for his take on the bank's shareholder vote coming up later this month.

The Oracle of Omaha, according to a representative for Berkshire, is "100% in support of Mr. Moynihan and believes he is doing an outstanding job for Bank of America shareholders." 

"When he took over as CEO, he was handed one of the toughest jobs in the history of American banking." 

Bank of America meanwhile views the push to consolidate its leadership as a step toward aligning itself with marketplace standards, and not as a deviation from sensible governance. 


"The board believes that having the same flexibility on board leadership that 97 percent of the S&P 500 now have, while still providing strong independent oversight, is in the best interest of stockholders," a spokesman for the bank told Business Insider. 

"No company has dug out deeper since the financial crisis, turned back to health with solid earnings, and has accumulated record levels of capital and liquidity - also to the benefit of our shareholders.  The  board respectfully  recognizes that stockholders hold varying views on this matter, which is why the board committed to putting it to a vote."