BAC 8-K
Bank Of America Corp /De/ (BAC)
8-K
2025-01-29
For: 2025-01-29
View Original
Added on
April 05, 2026
As filed with the Securities and Exchange Commission on January 29, 2025
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):
January 29, 2025
(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 January 29, 2025, the Board of Directors (the “Board”) of Bank of America Corporation (the “Corporation”) appointed Maria N. Martinez to serve on the Board and as a member of the Board’s Corporate Governance, ESG, and Sustainability Committee and its Enterprise Risk Committee, effective immediately. Ms. Martinez is the former executive vice president and chief operating officer of Cisco Systems, Inc. For her service on the Board and its committees, Ms. Martinez 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 11, 2024. Under the non-employee director compensation program, Ms. Martinez will be granted restricted stock and cash awards on January 29, 2025, the amount of which will be prorated from the date of appointment to the Corporation’s next annual shareholders’ meeting.
A copy of the Corporation’s news release announcing the appointment of Ms. Martinez 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 | |||||||
| 99.1 | ||||||||
| 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: January 29, 2025
Exhibit 99.1
January 29, 2025
Bank of America Names Maria Martinez to Board of Directors
CHARLOTTE, NC – The Bank of America Corporation Board of Directors today appointed Maria Martinez as a director, effective immediately.
| Maria Martinez, 67, was a senior executive at Cisco Systems, a global leader in networking and cybersecurity solutions, from 2018 to 2024. She most recently served as the Chief Operating Officer with oversight of Cisco’s Worldwide Operations, Customer Experience, Security & Trust, Supply Chain, and other functions. Previously, she was the Chief Customer Experience Officer at Cisco, where she oversaw the company’s Services and Customer Success organizations and led successful initiatives to enhance customer satisfaction and service delivery. |  Maria Martinez | ||||
Ms. Martinez has more than four decades of experience in the technology and telecommunications industries including leadership positions at Salesforce Inc., Microsoft Corporation, Motorola Solutions and AT&T Bell Laboratories.
“Maria’s leadership experience at some of the largest technology companies in the world will be a valuable asset and provide additional perspective. I look forward to her joining our board,” said Brian Moynihan, chair and chief executive officer.
Martinez currently serves on the boards of Tyson Foods Inc. and McKesson Corp. Martinez holds a Bachelor’s degree in electrical engineering from the University of Puerto Rico and a Master’s degree in computer engineering from Ohio State University.
“Maria has a tremendous record of achievement as a technology executive and experienced independent director. I am confident she will make significant contributions, and we are happy to have her join our Board,” said Lionel Nowell III, lead independent director.
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 69 million consumer and small business clients with 3,700 retail financial centers, approximately 15,000 ATMs (automated teller machines) and award-winning digital banking with approximately 58 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 4 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 more than 35 countries. Bank of America Corporation stock is listed on the New York Stock Exchange (NYSE: BAC).
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