CHARLOTTE, N.C. — When the votes were in and his victory assured, Brian T. Moynihan of Bank of America hustled off the stage, his face showing no hint of celebration.  Shareholders had just backed a proposal allowing Moynihan, a Wellesley resident, to keep his job as both chief executive and chairman, capping a monthslong campaign by the bank’s executives and its lead board member to win over wavering investors.  But the vote — which occurred after a 13-minute, sparsely attended shareholder meeting Tuesday morning in downtown Charlotte — seemed like a mere formality. In the end, roughly 63 percent of shareholders said the board should have the authority to decide whether the bank’s chief executive should also hold the title of chairman.  The vote became a flashpoint for shareholder activists, who said too many companies like Bank of America run roughshod over the wishes of their investors. Some of the nation’s largest pensions funds in California, New York, and Illinois had opposed the board’s proposal, saying two separate jobs would provide more oversight at the bank.  Last October, the board unilaterally overturned a shareholder vote in 2009 that had required separation of the two roles. Charles Holliday was chairman until he stepped down this year. The board argued that dividing the roles was a decision made in another era, in the depths of the financial crisis, when Bank of America’s very survival was in doubt.  Five years after taking over the beleaguered Bank of America Corp., Moynihan is facing the first shareholder revolt of his leadership and the bank’s performance.  Bank officials, speaking with reporters Tuesday after the vote, called the results a “huge victory,” saying they were in line with the results at other companies that have faced proposals to separate the chairman and chief executive titles. Among the nation’s largest banks, only Citigroup has an independent chairman.  “It’s one more piece in the process of the bank getting back to normal,” Moynihan said after the meeting, looking a bit more relaxed than he did on stage.  Before the meeting, the proposal was not viewed as much as a referendum on Moynihan’s leadership, but on the governance practices at Bank of America. But with the results in, bank officials said the vote signaled broad confidence in Moynihan, who became chief executive in 2010.  It has been a difficult time for Moynihan. In March, the bank struggled during the Federal Reserve’s annual stress test, designed to determine a bank’s financial health. As a result, it gained only a conditional approval to increase its dividend. With the bank’s stock badly lagging competitors’ — shares are down 12 percent this year — Moynihan has tried to shake up his management ranks, appointing a new chief financial officer among other moves.  When asked whether he regretted that the board had unilaterally appointed him chairman last October, bringing outrage from some shareholder groups, Moynihan sounded ready to move on.  “You never look back,” he said. “We learned a lot in the process.”  The storm began to brew not long after Holliday decided not to stand for re-election as board chairman. The board briefly considered appointing a temporary chairman, but decided that might send the wrong signal to investors about confidence in the bank’s leadership. Instead, the board opted to overturn the shareholder vote in 2009 that had required a separate chairman, and to give the title to Moynihan.  Jack O. Bovender, a former health care executive, was appointed the lead independent director. On Tuesday, Bovender shared the stage with Moynihan, in an apparent effort by the bank to showcase the importance of the lead director.  “In 2008 and 2009, this was a badly broken company,” Bovender said after the meeting. He said that the previous vote to separate the two roles “was about the past CEO and chairman, not about this CEO and chairman.”  The debate before Tuesday’s vote also raised broader questions about oversight at Bank of America, the nation’s second-largest bank by assets, behind only JPMorgan Chase.  The proxy advisory firm Institutional Shareholder Services, which favored separating the chairman role, pointed out that only four of the bank’s 13 board members had significant experience in financial services. The firm also noted that some board members served before the financial crisis when the bank made epic stumbles, including the acquisition of Countrywide Financial in 2008.  Moynihan said it was helpful for members to have a range of experiences and expertise, not just in banking. Shrugging off suggestions that the board needed a shake-up, Moynihan said the bank had asked Charles K. Gifford, the former chief executive of FleetBoston, to remain on the board, even though he had reached retirement age.  The bank made an exception for Gifford to continue beyond the age of 72 because of his extensive expertise, Moynihan said. Gifford is seen by some as a key supporter of Moynihan.  While the bank does not make public how its investors vote, many of its largest shareholders had been expected to follow the bank’s recommendation to keep the roles together.  Bank of America waged an all-out campaign to sway the vote, meeting face-to-face with dozens of investors, from London to Houston. Bank executives argued that Bank of America should have the same flexibility as other large US companies in deciding whether to combine its chief executive and chairman roles.  The bank knew well ahead of the meeting Tuesday that the outcome was trending in Moynihan’s favor because most investors had cast their votes early. Still, some shareholder groups claimed a partial victory.  “Even though it mustered a majority, Bank of America’s leadership emerges wounded and weakened from today’s vote,” said Michael Pryce-Jones, director of Corporate Governance at CtW Investment Group, which works with funds that hold 21 million Bank of America shares.
Brian Moynihan will keep his dual role as Bank of America Corp.’s chairman and chief executive officer after shareholders voted to ratify governance changes made last year.