Bank Of America Corp 8-K, filed Oct 20, 2021
Bank Of America Corp (BAC)
8-K
2021-10-20
For: 2021-10-20
View Original
Added on
April 05, 2026
About this 8-K
Bank Of America Corp filed this 8-K on October 20, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
As filed with the Securities and Exchange Commission on October 20, 2021
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.
(b) (c) On September 14, 2021, Bank of America Corporation (the "Corporation") filed a Current Report on Form 8-K to disclose the announcement that Paul M. Donofrio will cease to be the Corporation's Chief Financial Officer and Alastair M. Borthwick will become the Corporation’s Chief Financial Officer effective in the fourth quarter of 2021. On October 20, 2021, the Corporation's Board of Directors (the "Board") appointed Mr. Borthwick as the Corporation's Chief Financial Officer, effective as of November 1, 2021. Mr. Donofrio will cease to be the Corporation’s Chief Financial Officer effective as of the same date.
ITEM 8.01. Other Events.
On October 20, 2021, the Corporation issued a news release (the "News Release") announcing that the Board renewed the Corporation's $25 billion common stock repurchase program previously announced in April 2021. The Board's authorization replaces the previous program. As with the April authorization, the Board also authorized common stock repurchases to offset shares awarded under the Corporation’s equity-based compensation plans.
A copy of the News Release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
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. | ||||||||||
| Ross E. Jeffries, Jr. | |||||||||||
| Deputy General Counsel and Corporate Secretary | |||||||||||
Dated: October 20, 2021
Exhibit 99.1
October 20, 2021
Bank of America Sets Q4-21 Stock Dividend, Renews $25 Billion Repurchase Plan
CHARLOTTE – Bank of America today announced the Board of Directors declared a regular quarterly cash dividend on Bank of America common stock of $0.21 per share, payable on December 31, 2021 to shareholders of record as of December 3, 2021. The Board also renewed the company’s previously announced $25 billion common stock repurchase program.
In April, Bank of America announced plans to repurchase up to $25 billion in common stock over time. Through the end of the third quarter of 2021, approximately $14 billion in stock had been repurchased under that program. Today’s authorization replaces the previous program and will provide additional flexibility going forward, in line with the company’s commitment to return to shareholders excess capital that is not needed to support economic growth, deliver for customers and communities, invest in the future and sustain strength and stability through the cycle. As with the April authorization, the Board also authorized repurchases to offset shares awarded under the company’s equity-based compensation plans.
Bank of America’s ability to make capital distributions depends, in part, on its ability to maintain regulatory capital levels above the 9.5% CET1 requirement: the sum of the Federal Reserve Board’s regulatory minimum of 4.5% and applicable regulatory buffers; including the Stress Capital Buffer (SCB) of 2.5%; and the Global Systemically Important Bank Holding Company surcharge of 2.5%. As of September 30, 2021, Bank of America’s CET1 ratio was 11.1%.
The timing and amount of common stock repurchases made pursuant to the Bank of America common stock repurchase program are subject to various factors, including the company's capital position, liquidity, financial performance and alternative uses of capital, stock trading price, regulatory requirements and general market conditions. Also, it may be suspended at any time. The common stock repurchases may be effected through open market purchases or privately negotiated transactions, including repurchase plans that satisfy the conditions of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
The Board also declared a regular quarterly cash dividend of $1.75 per share on the 7% Cumulative Redeemable Preferred Stock, Series B. The dividend is payable on January 25, 2022 to shareholders of record as of January 14, 2022.
Forward-Looking Statements
Certain statements contained in this news release may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the current expectations, plans or forecasts of Bank of America based on available information. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements often use words like “expects,” “anticipates,” “believes,” “estimates,” “targets,” “intends,” “plans,” “predict,” “goal”
and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.” Forward-looking statements speak only as of the date they are made, and Bank of America undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.
Forward-looking statements represent Bank of America’s current expectations, plans or forecasts of its future results, revenues, expenses, efficiency ratio, capital measures, and future business and economic conditions more generally, and other future matters. These statements are not guarantees of its future results or performance and involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and are often beyond Bank of America’s control. Actual outcomes and results may differ materially from those expressed in, or implied by, any forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks discussed under Item 1A. “Risk Factors” of Bank of America’s Annual Report on Form 10-K for the year ended December 31, 2020 and in any of Bank of America’s other subsequent Securities and Exchange Commission filings.
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 66 million consumer and small business clients with approximately 4,200 retail financial centers, approximately 17,000 ATMs, and award-winning digital banking with approximately 41 million active users, including approximately 32 million mobile 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.
www.bankofamerica.com
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Investors May Contact:
Lee McEntire, Bank of America
Phone: 1.980.388.6780
lee.mcentire@bofa.com
Jonathan Blum, Bank of America (Fixed Income)
Phone: 1.212.449.3112
jonathan.blum@bofa.com
Reporters May Contact:
Jerry Dubrowski, Bank of America
Phone: 1.646.855.1195 (office) or 1.508.843.5626 (mobile)
jerome.f.dubrowski@bofa.com
Christopher P. Feeney, Bank of America
Phone: 1.980.386.6794
christopher.feeney@bofa.com