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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
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware 1-6523 56-0906609
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
100 North Tryon Street
Charlotte, North Carolina 28255
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBACNew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series EBAC PrENew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 6.000% Non-Cumulative Preferred Stock, Series GGBAC PrBNew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.875% Non-Cumulative Preferred Stock, Series HHBAC PrKNew York Stock Exchange
7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series LBAC PrLNew York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of BML PrGNew York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 1
Depositary Shares, each representing a 1/1,200th interest in a share of BML PrHNew York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 2
Depositary Shares, each representing a 1/1,200th interest in a share of BML PrJNew York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 4
Depositary Shares, each representing a 1/1,200th interest in a share of BML PrLNew York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 5
Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIII (and the guarantee related thereto)BAC/PFNew York Stock Exchange
5.63% Fixed to Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIV (and the guarantee related thereto)BAC/PGNew York Stock Exchange
Income Capital Obligation Notes initially due December 15, 2066 of Bank of America CorporationMER PrKNew York Stock Exchange
Senior Medium-Term Notes, Series A, Step Up Callable Notes, due BAC/31BNew York Stock Exchange
November 28, 2031 of BofA Finance LLC (and the guarantee of the
Registrant with respect thereto)
Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series KKBAC PrMNew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.000% Non-Cumulative Preferred Stock, Series LLBAC PrN
New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.375% Non-Cumulative Preferred Stock, Series NNBAC PrONew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.125% Non-Cumulative Preferred Stock, Series PPBAC PrPNew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series QQBAC PrQNew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.750% Non-Cumulative Preferred Stock, Series SSBAC PrSNew York Stock Exchange
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
104Cover 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
jessica.oppenheim@bofa.com