Bank Of America Corp 8-K, filed Sep 14, 2022
Bank Of America Corp (BAC)
8-K
2022-09-14
For: 2022-09-14
View Original
Added on
April 05, 2026
About this 8-K
Bank Of America Corp filed this 8-K on September 14, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
As filed with the Securities and Exchange Commission on September 14, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(704 ) 386-5681
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Bank of America Corporation Floating Rate Non-Cumulative | ||||||||
| Preferred Stock, Series 1 | ||||||||
| Bank of America Corporation Floating Rate Non-Cumulative | ||||||||
| Preferred Stock, Series 2 | ||||||||
| Bank of America Corporation Floating Rate Non-Cumulative | ||||||||
| Preferred Stock, Series 4 | ||||||||
| Bank of America Corporation Floating Rate Non-Cumulative | ||||||||
| Preferred Stock, Series 5 | ||||||||
| November 28, 2031 of BofA Finance LLC (and the guarantee of the | ||||||||
| Registrant with respect thereto) | ||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). | |||||
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2022, the board of directors (the “Board”) of Bank of America Corporation (the “Corporation”) appointed Mr. José (Joe) E. Almeida to serve on the Board effective immediately, and also appointed Mr. Almeida to serve on the Board’s Audit Committee and Compensation and Human Capital Committee. Mr. Almeida is the chairman, president and chief executive officer of Baxter International Inc. Mr. Almeida will receive compensation as a non-employee director in accordance with the Corporation’s non-employee director compensation program described under the caption “Director Compensation” in the Corporation’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 7, 2022. Under the non-employee director compensation program, Mr. Almeida will be granted restricted stock and cash awards on September 14, 2022, the amount of which will be prorated from the date of appointment to the Corporation’s next annual stockholders’ meeting.
A copy of the Corporation’s news release announcing the appointment of Mr. Almeida is attached as Exhibit 99.1 and is incorporated in this report by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |||||||
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANK OF AMERICA CORPORATION | ||||||||
| By: | /s/ Ross E. Jeffries, Jr. | |||||||
| Name: | Ross E. Jeffries, Jr. | |||||||
| Title: | Deputy General Counsel and Corporate Secretary | |||||||
Dated: September 14, 2022
Exhibit 99.1

September 14, 2022
Bank of America Names José E. Almeida to Board of Directors
CHARLOTTE — The Bank of America Corporation Board of Directors today appointed José (Joe) E. Almeida as a director, effective immediately.
| Almeida, 59, serves as chairman, president and chief executive officer of Baxter International Inc., a position he has held since 2016. Before joining Baxter, Almeida served as chairman, president and chief executive officer of Covidien plc from 2012 to 2015. Almeida also served in leadership roles at Tyco Healthcare (Covidien’s predecessor), Wilson Greatbatch Technologies Inc., American Home Products’ Acufex Microsurgical division, and Johnson & Johnson’s Professional Products division. He began his career as a management consultant at Andersen Consulting (Accenture). | ![]() | ||||
Almeida previously served on the boards of Walgreens Boots Alliance, Inc., Analog Devices, Inc., EMC Corporation, State Street Corporation and Covidien plc. He currently serves on the Northwestern University Board of Trustees.
“Joe’s experience in leading large, global companies and serving as a board member in a variety of industries will bring additional depth to our board,” said Brian Moynihan, chair and chief executive officer.
Almeida has been appointed to the Audit Committee and Compensation and Human Capital Committee of the Bank of America Board of Directors.
“Joe has a tremendous record of achievement as a business leader and we look forward to him making a significant contribution to our Board,” said Lionel Nowell, lead independent director. A native of Brazil, Almeida received a bachelor’s of science degree in mechanical engineering from Instituto Mauá de Tecnologia.
Bank of America
Bank of America is one of the world’s leading financial institutions, serving individual consumers, small and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services. The company provides unmatched convenience in the
United States, serving approximately 67 million consumer and small business clients with approximately 4,000 retail financial centers, approximately 16,000 ATMs and award-winning digital banking with approximately 55 million verified digital users. Bank of America is a global leader in wealth management, corporate and investment banking and trading across a broad range of asset classes, serving corporations, governments, institutions and individuals around the world. Bank of America offers industry-leading support to approximately 3 million small business households through a suite of innovative, easy-to-use online products and services. The company serves clients through operations across the United States, its territories and approximately 35 countries. Bank of America Corporation stock (NYSE: BAC) is listed on the New York Stock Exchange.
For more Bank of America news, including dividend announcements and other important information, visit the Bank of America newsroom and register for news email alerts.
Reporters may contact:
Jessica Oppenheim, Bank of America
Phone: 1.646.855.1600
Jessica.oppenheim@bofa.com
