美国银行任命Fitterling与Thomas为董事，董事会扩至14人（常规治理备案）

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As filed with the Securities and Exchange Commission on
October 21, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 21, 2026
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
1-6523
56-0906609
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
100 North Tryon Street
Charlotte
,
North Carolina
28255
(Address of principal executive offices)
(
704
)
386-5681
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
BAC
New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series E
BAC PrE
New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 6.000% Non-Cumulative Preferred Stock, Series GG
BAC PrB
New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.875% Non-Cumulative Preferred Stock, Series HH
BAC PrK
New York Stock Exchange
7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series L
BAC PrL
New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of
BML PrG
New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 1
Depositary Shares, each representing a 1/1,200th interest in a share of
BML PrH
New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 2
Depositary Shares, each representing a 1/1,200th interest in a share of
BML PrJ
New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 4
Depositary Shares, each representing a 1/1,200th interest in a share of
BML PrL
New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 5
Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIII (and the guarantee related thereto)
BAC/PF
New York Stock Exchange
5.63% Fixed to Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIV (and the guarantee related thereto)
BAC/PG
New York Stock Exchange
Income Capital Obligation Notes initially due December 15, 2066 of Bank of America Corporation
MER PrK
New York Stock Exchange
Senior Medium-Term Notes, Series A, Step Up Callable Notes, due
BAC/31B
New York Stock Exchange
November 28, 2031 of BofA Finance LLC (and the guarantee of the
Registrant with respect thereto)
Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series KK
BAC PrM
New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.000% Non-Cumulative Preferred Stock, Series LL
BAC PrN
New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.375% Non-Cumulative Preferred Stock, Series NN
BAC PrO
New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.125% Non-Cumulative Preferred Stock, Series PP
BAC PrP
New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series QQ
BAC PrQ
New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.750% Non-Cumulative Preferred Stock, Series SS
BAC PrS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 21, 2026, the Board of Directors (the “Board”) of Bank of America Corporation (the “Corporation”) increased the size of the Board from 12 directors to 14 directors and appointed James Fitterling and William Thomas to serve on the Board, effective immediately. Mr. Fitterling was appointed to serve as a member of the Enterprise Risk Committee and the Compensation and Human Capital Committee, and Mr. Thomas was appointed to serve as a member of the Audit Committee and Corporate Governance Committee.
Mr. Fitterling is Executive Chairman of the Board of Directors and former President and Chief Executive Officer of Dow Inc. and Mr. Thomas is the former Global Chairman and Chief Executive Officer of KPMG International Limited. For their service on the Board and its committees, Messrs. Fitterling and Thomas will receive compensation as non-employee directors in accordance with the Corporation’s non-employee director compensation program described under the caption “Director Compensation” in the Corporation’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 23, 2026. Under the non-employee director compensation program, Messrs. Fitterling and Thomas will be granted restricted stock and cash awards on October 21, 2026, the amount of which will be prorated from the date of appointment to the Corporation’s next annual shareholders’ meeting.
A copy of the Corporation’s news release announcing the appointment of Messrs. Fitterling and Thomas is attached as Exhibit 99.1 and incorporated in this report by reference.
ITEM 9.01. Financial Statements and Exhibits
.
(d) Exhibits.
EXHIBIT NO.
DESCRIPTION OF EXHIBIT
99.1
News Release dated October 21, 2026
104
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BANK OF AMERICA CORPORATION
By:
/s/ Ross E. Jeffries, Jr.
Ross E. Jeffries, Jr.
Deputy General Counsel and Corporate Secretary
Dated:
October 21, 2026

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EX-99.1
2
exhibit991october212026new.htm
EX-99.1
Document
Exhibit 99.1
October 21, 2026
Bank of America Names Jim Fitterling and Bill Thomas to Board of Directors
CHARLOTTE, N.C. – The Bank of America Corporation Board of Directors today appointed Jim Fitterling and Bill Thomas as directors, effective immediately.
“We are pleased to welcome two seasoned CEOs, who join our Board after leading large, global organizations,” said Brian Moynihan, Chair and Chief Executive Officer, Bank of America. “Jim brings decades of experience in a complex, evolving industry and significant public company board credentials, while Bill brings deep financial expertise in audit, accounting and financial reporting, advising businesses across industries and around the world.”
“Jim and Bill are valuable additions to our Board, with complementary leadership experience that will help strengthen our oversight of the company’s long-term strategy,” said Lionel Nowell III, Lead Independent Director, Bank of America. “We have a longstanding, robust succession planning and board refreshment process, which has produced two outstanding leaders to join our Board.”
Mr. Fitterling
, 65, is Executive Chairman of the Board of Directors of Dow Inc., a global materials science company. From 2018 to 2026, Mr. Fitterling served as Chief Executive Officer of Dow, and he was elected Board Chair in 2020. Previously, Mr. Fitterling served as President and Chief Operating Officer of Dow. From September 2017 through March 2019, he also served as Chief Operating Officer for the Materials Science Division of DowDuPont.
During his tenure as Chief Executive Officer, Mr. Fitterling led Dow’s transformation toward higher-growth markets driven by customer needs and innovation, while overseeing significant capital-intensive international operations, global supply chains and exposure to cyclical markets.
Mr. Fitterling began his career at Dow more than 40 years ago following his graduation from the University of Missouri-Columbia with a bachelor’s degree in mechanical engineering.
He has served on the Board of Directors of 3M since 2021 and was named lead director in 2024. Mr. Fitterling has also served as chair of the National Association of Manufacturers and the American Chemistry Council, as well as a member of the World Economic Forum’s International Business Council.
Exhibit 99.1
Mr. Thomas
, 58, served as Global Chairman and Chief Executive Officer of KPMG International, a global organization of independent professional services firms providing audit, tax and advisory services, from 2017 to 2026. In this role, Mr. Thomas led KPMG’s network of 265,000 professionals, across 143 countries. Prior to this, Mr. Thomas was the Chairman of KPMG’s Americas region from 2014 to 2017, and CEO and Senior Partner of KPMG in Canada from 2009 to 2016. He became a member of KPMG’s Global Board in 2009.
During his tenure as Global Chairman and Chief Executive Officer, Mr. Thomas led the organization through a period of significant transformation and growth, aligning member firms behind shared strategic priorities, refreshing the organization’s governance and overseeing a multibillion-dollar investment program focused in part on technology and AI-enabled capabilities.
With nearly four decades of experience in audit, accounting and financial reporting, Mr. Thomas is a chartered accountant and has been a Fellow of the Institute of Chartered Accountants of British Columbia since 2008. He holds a Bachelor of Science degree in chemistry from the University of British Columbia.
Mr. Thomas has served as a member of the International Integrated Reporting Council, the Business Roundtable, the World Economic Forum’s International Business Council, FCLTGlobal and the Global Public Policy Committee.
Bank of America
Bank of America is one of the world’s leading financial institutions, serving individual consumers, small and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services. The company provides unmatched convenience in the United States, serving more than 69 million clients with approximately 3,500 retail financial centers, approximately 15,000 ATMs (automated teller machines) and award-winning digital banking with approximately 60 million verified digital users. Bank of America is a global leader in wealth management, corporate and investment banking and trading across a broad range of asset classes, serving corporations, governments, institutions and individuals around the world. As the #1 small business lender in the United States (FDIC), Bank of America offers industry-leading support to approximately 4 million small business households through a suite of innovative, easy-to-use online products and services. The company serves clients through operations across the United States, its territories and more than 35 countries and/or jurisdictions. Bank of America Corporation stock (NYSE: BAC) is listed on the New York Stock Exchange.
Reporters May Contact:
Jessica Oppenheim, Bank of America
Phone: 1.646.855.1600
jessica.oppenheim@bofa.com