Bank of America Shareholders vs. Ken Lewis

The Finger Family owned approximately 1.1 million Bank of America Corp (NYSE:BAC) shares when they launched an exempt solicitation to persuade other shareholders to vote for a change in BAC governance at the bank’s April, 2009 annual shareholders meeting. Asserting that the BAC board of directors and senior management did not meet their responsibilities to shareholders, The Finger’s urged shareholders to vote against the board re-election of Kenneth Lewis, BAC Chairman and CEO; Temple Sloane Jr., Lead Director, Chair of the Compensation and Benefits and Executive Committee, and member of the Corporate Governance Committee.; and Jacqueline Ward, Asset Quality Committee Chair.

GCW launched a full scale media campaign and website called BacProxyVote.com to communicate with other BofA shareholders to change the corporate governance and culture of Bank of America’s current management and board of directors to create a greater focus on protecting shareholder value and provide greater disclosure to shareholders and regulatory authorities. They believed the board allowed management to pursue acquisitions that permanently reduced shareholder value through dilution, particularly with the acquisition of Merrill Lynch approved by shareholders without access to full disclosure on December 5, 2008. The board – including its leadership – and management knew, or should have known, of massive fourth quarter losses at Merrill during October and November prior to the shareholder vote, but did not communicate those losses or amend the proxy that shareholders used to vote on the merger. Since the announcement of the merger, the market capitalization of BAC fell over 80%.

The campaign included meeting with targeted reporters, we produced and aired a TV spot on CNBC, CNN, MSNBC, Bloomberg, and Fox in the 8 markets BofA has a presence in addition to the website, letters and phone calls to all stakeholders.