0001225208-14-005174.txt : 20140219 0001225208-14-005174.hdr.sgml : 20140219 20140219183528 ACCESSION NUMBER: 0001225208-14-005174 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140214 FILED AS OF DATE: 20140219 DATE AS OF CHANGE: 20140219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560906609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER COMPANY: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER COMPANY: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOYNIHAN BRIAN T CENTRAL INDEX KEY: 0001195071 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06523 FILM NUMBER: 14627261 MAIL ADDRESS: STREET 1: FLEETBOSTON FINANCIAL CORP STREET 2: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 4 1 doc4.xml X0306 4 2014-02-14 0000070858 BANK OF AMERICA CORP /DE/ BAC 0001195071 MOYNIHAN BRIAN T 100 NORTH TRYON STREET CHARLOTTE NC 28255 1 1 CEO and President Common Stock 2014-02-15 4 M 0 61749.0000 0.0000 A 543555.0000 D Common Stock 2014-02-15 4 M 0 23156.0000 0.0000 A 566711.0000 D Common Stock 2014-02-15 4 D 0 23156.0000 16.7000 D 543555.0000 D Common Stock 2014-02-15 4 F 0 25652.0000 16.7000 D 517903.0000 D Common Stock 2861.6400 I 401(k) Plan Common Stock 1276.0000 I Family Trust 2014 Cash Settled Restricted Stock Units 2014-02-14 4 A 0 225361.0000 0.0000 A 2015-02-14 Common Stock 225361.0000 225361.0000 D 2014 Performance Restricted Stock Units 2014-02-14 4 A 0 375601.0000 0.0000 A Common Stock 375601.0000 375601.0000 D 2014 Restricted Stock Units 2014-02-14 4 A 0 150241.0000 0.0000 A 2017-02-14 Common Stock 150241.0000 150241.0000 D 2013 Cash Settled Restricted Stock Units 0.0000 2014-02-15 4 M 0 23156.0000 0.0000 D 2014-02-15 Common Stock 23156.0000 0.0000 D 2013 Restricted Stock Units 0.0000 2014-02-15 4 M 0 61749.0000 0.0000 D 2016-02-15 Common Stock 61749.0000 123499.0000 D Each restricted stock unit represents a contingent right to receive one share of Bank of America Corporation common stock. Disposition of shares to the issuer to satisfy the tax withholding obligation associated with the vesting of restricted stock units, which is exempt under Rule 16b-3(e). Each restricted stock unit is the economic equivalent of one share of Bank of America Corporation common stock. Award of restricted stock units on February 14, 2014 pursuant to the terms of a Restricted Stock Unit Award Agreement and the Bank of America Corporation 2003 Key Associate Stock Plan (KASP) which is exempt under rule 16b-3(d). These restricted stock units vest and are payable solely in cash as follows: 1/12th of the restricted stock units will vest and become payable on the 14th day of each month during the 12-month period beginning March 2014 and ending in February 2015. Award of performance restricted stock units (PRSUs) on February 14, 2014 pursuant to the terms of a Performance Restricted Stock Units Agreement and the KASP, which is exempt under Rule 16b-3(d) subject to the attainment of pre-established performance goals. One-half of the PRSUs reported have performance goals based on the Company's three year average return on assets and one-half of the PRSUs reported have performance goals based on the Company's three year average growth in adjusted tangible book value, both beginning on January 1, 2014 and ending December 31, 2016. To the extent earned, the award shall be settled 100% in cash based on the closing price of Bank of America Corporation common stock on the settlement date. The reported number of PRSUs represents the "target" amount of the award; the actual award upon vesting may range between 0% and 125% of the target, depending upon satisfaction of the performance goals. Award of restricted stock units on February 14, 2014 pursuant to the terms of a Restricted Stock Unit Award Agreement and the KASP, which is exempt under rule 16b-3(d). These units vest in three equal annual installments commencing with the first anniversary of the February 14, 2014 grant date. On February 15, 2013, the reporting person was granted restricted stock units, vesting and payable solely in cash as follows: 1/12th of the restricted stock units vested and became payable on the 15th day of each month during the twelve month period beginning March 2013 and ending in February 2014. On February 15, 2013, the reporting person was granted restricted stock units, vesting in three equal annual installments commencing with the first anniversary of the grant date. moynihan.txt Brian T. Moynihan/Evelyn King POA 2014-02-19 EX-24 2 moynihan.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Evelyn King, Michael Hoes, Knut Nodeland, Amanda Daniel and Michael Pressman as the undersigned's true and lawful attorneys-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules thereunder of Bank of America Corporation (the Company), Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and the New York Stock Exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney also serves to revoke as of the date hereof, any Power of Attorney previously filed for the purpose of executing filings pursuant to Section 16 of the Exchange Act on behalf of the undersigned. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January, 2014. Signature: _________/S/Brian T. Moynihan Name: Brian T. Moynihan