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Table of Contents
                            Letter from our Chairman and Chief Executive Officer
Letter from our Lead Independent Director
Notice of 2018 Annual Meeting of Stockholders
Proxy Statement Summary
	How to Vote Your Shares
	Your Vote is Important
	Annual Meeting Admission
	Strategic Objectives
	Governance Objectives
	Compensation Highlights
	Sustainable Responsible Growth
Table of Contents
	Proposal 1: Electing Directors
		Identifying and Evaluating Director Candidates
		Our Director Nominees
	Corporate Governance
		Our Board of Directors
		Director Independence
		Independent Board Leadership
		Board Evaluation
		Director Education
		Director Commitment
		Board Meetings, Committee Membership, and Attendance
		Stockholder Engagement
		Communicating with our Board
		Sustainable Responsible Growth
		Being a Great Place to Work
		CEO and Senior Management Succession 
Planning
		Board Oversight of Risk
		Compensation Governance and Risk
Management
		Additional Information
	Related Person and Certain Other Transactions
	Stock Ownership of Directors, Executive Officers, and Certain Beneficial Owners
	Section 16(a) Beneficial Ownership Reporting Compliance
	Director Compensation
	Proposal 2: Approving Our Executive Compensation (an Advisory, Non-binding “Say on Pay” Resolution)
	Compensation Discussion and Analysis
		Executive Summary
		2017 Company & Segment Performance
		Executive Compensation Program Features
		Compensation Decisions and Rationale
		Other Compensation Topics
	Compensation and Benefits Committee Report
	Executive Compensation
		Summary Compensation Table
		Grants of Plan-Based Awards Table
		Year-End Equity Values and Equity Exercised or Vested Table
		Pension Benefits Table
		Nonqualified Deferred Compensation Table
		Potential Payments upon Termination or Change in Control
	CEO Pay Ratio
	Proposal 3: Ratifying the Appointment of Our Independent Registered Public Accounting Firm for 2018
		Audit Committee Pre-Approval Policies and Procedures
	Audit Committee Report
	Proposal 4: Stockholder Proposal
	Voting and Other Information
	Appendix A: Reconciliation of GAAP and Non-GAAP Financial Measures
                        
Document Text Contents
Page 1

make financial
lives

better through the

deliver together



act

responsibly


realize
grow and

customer-focused strategy grow
in a sustainable m

anner

culture of compliance and rigorous risk m
anagem

ent pay for performance over t

Wealth Management U.S. Trust B
usiness B

anking G
lobal M

arkets Global Commercial Banking

active, independent board oversight highly engaged lead independent director in
kholder engagement process

a great place to w
ork inclusive w

orkplace for diverse employees around the
row focus on equal pay for equal w

ork

sustainable responsible growth: best place to w
ork, shared success, operational excellence shared success includes ESG ESG integrated in

Bank of America Corporation
2018 Proxy Statement

Page 44

Stock Ownership of Directors, Executive Officers, and Certain Beneficial Owners

Stock Ownership of Directors, Executive Officers, and Certain Beneficial Owners
Our voting securities are our common stock, Series B Preferred Stock, and Series 1–5 Preferred Stock. The following table
shows the number of shares of our common stock beneficially owned as of March 2, 2018 by (i) each director, (ii) each named
executive officer, (iii) all directors and executive officers as a group, and (iv) beneficial owners of more than 5% of any class of
our voting securities (as determined under SEC rules). As of that date, none of our directors and executive officers owned any
shares of any class of our voting securities, other than as reported in the table below. Each director, each named executive
officer, and all directors and executive officers as a group beneficially owned less than 1% of our outstanding common stock.
Unless otherwise noted, all shares of our common stock are subject to the sole voting and investment power of the directors
and executive officers.

Beneficial Ownership

Name

Shares
and

Restricted
Shares

Options/
Warrants

Exercisable
within 60 days
of 3/2/2018

Total
Beneficial
Ownership

Stock
Units(1)(2) Total

Directors and Executive Officers

Sharon L. Allen(3) 71,839 – 71,839 – 71,839

Susan S. Bies 152,537 – 152,537 – 152,537

Jack O. Bovender, Jr. 100,145 – 100,145 – 100,145

Frank P. Bramble, Sr.(4) 99,917 – 99,917 136,902 236,819

Pierre J. P. de Weck 46,143 – 46,143 – 46,143

Arnold W. Donald 60,616 – 60,616 6,190 66,806

Paul M. Donofrio 454,200 – 454,200 741,708 1,195,908

Geoffrey S. Greener 583,049 – 583,049 678,931 1,261,980

Linda P. Hudson 19,507 – 19,507 45,889 65,396

Terrence P. Laughlin(5) 805,602 – 805,602 676,681 1,482,283

Monica C. Lozano 3,000 – 3,000 137,488 140,488

Thomas J. May(6) 2,142 – 2,142 269,458 271,600

Thomas K. Montag(7) 2,636,963 2,102,216 4,739,179 1,150,854 5,890,033

Brian T. Moynihan(8) 1,175,308 – 1,175,308 1,853,170 3,028,478

Lionel L. Nowell, III 3,930 – 3,930 76,099 80,029

Michael D. White(9) 85,650 – 85,650 20,735 106,385

Thomas D. Woods 62,063 – 62,063 – 62,063

R. David Yost 64,153 – 64,153 88,250 152,403

Maria T. Zuber 2,517 – 2,517 – 2,517

All directors and executive officers as a group
(24 persons)(10) 7,651,095 2,102,216 9,753,311 7,999,979 17,753,290

Beneficial Ownership

Name

Shares and
Restricted

Shares

Options/
Warrants

Exercisable
within 60 days
of 3/2/2018

Total
Beneficial
Ownership

Stock
Units(1)(2) Total

Certain Beneficial Owners

Warren E. Buffett/Berkshire Hathaway Inc.(11) 700,000,000 – 700,000,000 – 700,000,000 6.8%

The Vanguard Group(12) 669,955,539 – 669,955,539 – 669,955,539 6.6%

BlackRock, Inc.(13) 667,337,894 – 667,337,894 – 667,337,894 6.5%

32 Bank of America Corporation 2018 Proxy Statement

Page 45

Section 16(a) Beneficial Ownership Reporting Compliance

(1) For non-management directors, includes stock units credited to their accounts pursuant to deferrals made under the terms of the Director Deferral Plan.
These stock units do not have voting rights and are not considered beneficially owned under SEC rules. Each unit has a value equal to the fair market value
of a share of our common stock. These units, which are held in individual accounts in each director’s name, will be paid in cash upon the director’s
retirement if vested at that time.

(2) Includes the following stock units, which are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the
underlying stock within 60 days of March 2, 2018 and/or the stock units will be paid in cash and therefore do not represent the right to acquire stock:

Name
Time-Based RSUs

(TRSUs)
Cash-Settled RSUs

(CRSUs)
Performance RSUs

(PRSUs)
Total Stock

Units

Brian T. Moynihan 320,807 207,263 1,325,100 1,853,170

Paul M. Donofrio 271,940 – 469,768 741,708

Geoffrey S. Greener 250,758 – 428,173 678,931

Terrence P. Laughlin 248,185 – 428,496 676,681

Thomas K. Montag 423,591 – 727,263 1,150,854

All executive officers as a group 2,322,496 207,263 4,689,210 7,218,969

Each stock unit has a value equal to the fair market value of a share of our common stock, but does not confer voting rights. TRSUs include the right to
receive dividend equivalents and will be paid in shares of our common stock or cash at vesting or, in certain circumstances, after termination of employment.
CRSUs do not include the right to receive dividend equivalents and will be paid in cash. PRSUs include the right to receive dividend equivalents and vest
subject to attaining pre-established performance goals. To the extent earned, (i) PRSUs granted in February 2016, February 2017, and February 2018 will be
settled 100% in shares of our common stock, and (ii) PRSUs granted in February 2015 will be settled 100% in cash. For unearned PRSUs, the stock units
shown include the number of PRSUs granted assuming 100% of the award will be earned; however, the actual number of stock units earned may vary
depending upon achieving performance goals. Because they are economically comparable to owning shares of our common stock, certain of these stock
units currently qualify for purposes of compliance with our stock ownership and retention requirements, except for PRSUs, which qualify only when earned.

(3) Includes 1,000 shares of our common stock for which Ms. Allen shares voting and investment power with her spouse.

(4) Includes 50,000 shares of our common stock for which Mr. Bramble shares voting and investment power with his spouse.

(5) Includes 36 shares of our common stock for which Mr. Laughlin shares voting and investment power with his spouse.

(6) Includes 23,537 stock units held by Mr. May under the FleetBoston Director Stock Unit Plan, 3,268 stock units held under the Bank Boston Director
Retirement Benefits Exchange Program, and 5,741 stock units held under the Bank Boston Director Stock Award Plan.

(7) Includes 470,724 shares of our common stock held by Mr. Montag in a family trust for which Mr. Montag shares voting and investment power with his
spouse, who is trustee.

(8) Includes 58,376 shares of our common stock for which Mr. Moynihan shares voting and investment power with his spouse.

(9) Includes 77,000 shares of our common stock for which Mr. White shares voting and investment power with his spouse.

(10) Such persons have sole voting and investment power over 8,735,221 shares of our common stock and shared voting or investment power or both over
1,018,090 shares of our common stock.

(11) Consists of common stock held indirectly by Warren E. Buffett, 3555 Farnam Street, Omaha, NE 68131 and Berkshire Hathaway Inc., 3555 Farnam Street,
Omaha, NE 68131. According to a Schedule 13G/A filed with the SEC on September 8, 2017, Mr. Buffett and Berkshire Hathaway Inc. had shared voting
and investment power with respect to all 700,000,000 shares. Information about other entities deemed to share beneficial ownership of the shares,
including their voting and investment power, is disclosed in the Schedule 13G/A.

(12) Consists of common stock held by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355. According to a Schedule 13G/A filed with the SEC on
February 12, 2018, The Vanguard Group had sole voting power with respect to 13,712,838 shares, sole investment power with respect to 654,474,144
shares, shared voting power with respect to 2,144,452 shares, and shared investment power with respect to 15,481,395 shares.

(13) Consists of common stock held by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. According to a Schedule 13G/A filed with the SEC on
February 8, 2018, BlackRock, Inc. had sole voting power with respect to 582,917,754 shares, sole investment power with respect to 667,329,234 shares,
and shared investment power with respect to 8,660 shares.

Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) requires our directors, executive officers, and anyone
holding 10% or more of a registered class of our equity securities (reporting persons) to file reports with the SEC showing their
holdings of, and transactions in, these securities. Based solely on a review of copies of such reports, and written
representations from each reporting person that no other reports are required, we believe that for 2017 all reporting persons
filed the required reports on a timely basis under Section 16(a).

Bank of America Corporation 2018 Proxy Statement 33

Page 87

Our People are the Foundation of Responsible Growth

We give our employees the support they need so they can make a genuine impact and

contribute to sustainable growth of our business and the communities we serve.

Bank of America provides an inclusive
workplace for our diverse employees
around the world.

More than 50% of our global workforce
and more than 40% of our global
management team are women.

We support our employees’ financial,
physical, and emotional wellness.

Our robust pay practices and procedures
provide equal pay for equal work.

Bank of America is committed to
creating opportunities for employees to
develop and grow.

More than 35% of the independent
members of our Board of Directors are
women.

Bank of America and our employees
committed nearly $5 million to support
communities impacted by disasters in
2017.

In 2017, we supported over 1,400
employees with calls, resources and
ongoing support during recent
critical events.

See our 2017 Annual Report for more information regarding our focus on environmental and social issues.

You can help with our charitable efforts.
Bank of America will make a $1 charitable donation to Habitat for Humanity

on behalf of every stockholder account that votes.

Page 88

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