BANK OF AMERICA CORP /DE/

This proposal requests that the Board adopt a standing policy to separate the roles of Board Chair and Chief Executive Officer and to—whenever possible—appoint an independent director as Chair, with limited exceptions for interim arrangements. Proponents argue the separation improves independent oversight, reduces potential conflicts of interest, and aligns with governance best practices cited by various advisory groups and research organizations. The text includes a supporting statement with citations to governance surveys and proxy advisor guidance and asks the Board to amend governing documents if necessary. It is presented as a permanent, one-size-fits-all structural requirement rather than a discretionary or situational governance choice.

This proposal requests a publicly available report explaining whether and how the Board provides oversight of material risks associated with animal welfare—particularly as they arise from clients the bank finances, such as factory farms. The proponent cites reputational, credit, and public-health risks (e.g., disease transmission, antibiotic overuse) and references external ratings and media suggesting gaps in the bank’s public disclosures on animal-welfare-specific policies. The requested report is to be produced at reasonable expense and exclude proprietary or privileged information, focusing on Board-level oversight, due diligence practices, and whether animal welfare is considered in financing decisions. The proposal frames animal welfare as an environmental and supply-chain risk that could materially affect borrowers and thus the bank’s risk exposure.