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Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14A-12

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Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14A-12 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12 Bank of America Corporation (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) PAYMENT OF FILING FEE (Check the appropriate box): x No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: Table of Contents Bank of America Bank of America Corporation 2016 Proxy Statement Annual Meeting of Stockholders Table of Contents March 17, 2016 Dear Fellow Stockholders: We cordially invite you to attend the 2016 Annual Meeting of Stockholders, to be held April 27, 2016 at 10:00 a.m., local time, at the Hilton Charlotte Center City, 222 East Third Street, Charlotte, North Carolina. At the meeting we will discuss and vote on the matters described in the notice and proxy statement. I also will provide a report on our company’s strategy and performance. On behalf of our Board of Directors, I would like to thank Charles K. Gifford, who is retiring as a director, for his years of service and contributions. Mr. Gifford is the former Chairman of our Board and serves as chair of our Board’s Credit Committee. We have greatly benefited from his judgment and experience. Your vote is important; please read the documents with care and follow the voting instructions to ensure your shares are represented at the meeting. We look forward to your participation. Sincerely, Brian T. Moynihan Chairman and Chief Executive Officer Table of Contents Notice of 2016 Annual Meeting of Stockholders Date: April 27, 2016 Time: 10:00 a.m., local time Place: Hilton Charlotte Center City 222 East Third Street, Charlotte, North Carolina 28202 Matters to be voted on: l Electing the 13 directors named in the proxy statement l A proposal approving our executive compensation (an advisory, non-binding “Say on Pay” resolution) l A proposal ratifying the appointment of our independent registered public accounting firm for 2016 l A stockholder proposal, if it is properly presented at our annual meeting l Any other business that may properly come before our annual meeting Record date: Bank of America stockholders as of the close of business on March 2, 2016 will be entitled to vote at our annual meeting and any adjournments or postponements of the meeting. Your vote is very important. Please submit your proxy as soon as possible by the Internet, telephone, or mail. Submitting your proxy by one of these methods will ensure your representation at the annual meeting regardless of whether you attend the meeting. Please refer to the following page for information on how to vote your shares and attend our annual meeting. By order of the Board of Directors, Ross E. Jeffries, Jr. Corporate Secretary March 17, 2016 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on April 27, 2016: Our Proxy Statement and 2015 Annual Report to Stockholders are available at http://investor.bankofamerica.com Table of Contents PROXY STATEMENT SUMMARY PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in the proxy statement or in our corporate governance documents published on our website at http://investor.bankofamerica.com. We encourage you to read the proxy statement in its entirety before voting. VOTING YOUR SHARES Your vote is important. Please exercise your right as a stockholder and submit your proxy as soon as possible. You may vote if you were a stockholder as of the close of business on March 2, 2016. Stockholders may vote in person at the meeting or submit a proxy by the Internet, telephone, or mail as follows: VIA THE INTERNET BY MAIL www.investorvote.com/bac Complete, sign, date, and return your proxy card in the envelope (for registered holders) provided www.proxyvote.com (for beneficial owners) BY TELEPHONE IN PERSON Call the phone number located on the top of your Attend our annual meeting and vote by ballot proxy card If you submit your proxy via the Internet or by telephone, you do not need to return your proxy card by mail. Proposals for Your Vote Board Voting Recommendation Page Proposal 1: Electing Directors FOR 1 each nominee Proposal 2: Approving Our Executive Compensation (an advisory, non-binding “Say on Pay” FOR 29 resolution) Proposal 3: Ratifying the Appointment of Our Independent Registered Public Accounting Firm for 2016 FOR 58 Proposal 4: Stockholder Proposal AGAINST 60 See “Voting and Other Information” on page 63 for more information on voting your shares. ANNUAL MEETING ADMISSION Annual meeting admission is limited to our registered and beneficial stockholders as of the record date and persons holding valid proxies from stockholders. Admission to our annual meeting requires proof of your stock ownership as of the record date and valid, government-issued photo identification. Security measures may include bag, metal detector, and hand-wand searches. The use of cameras, recording devices, phones, and other electronic devices is strictly prohibited. See “Attending our Annual Meeting” on page 65. BANK OF AMERICA CORPORATION 2016 PROXY STATEMENT i Table of Contents PROXY STATEMENT SUMMARY 2015 FINANCIAL AND OPERATING PERFORMANCE Over the past several years, our company has undergone a strategic transformation. We have followed a strategy to simplify the company, rebuild Bank of America has a straightforward model serving individual our capital and liquidity, and invest in our company and our capabilities. consumers, businesses of all sizes, and institutions. We made almost $16 billion in 2015 and returned nearly $4.5 billion to stockholders. We must At the core of our strategy is the commitment we made to a clear purpose: to build on that by growing within our stated risk limits, sustained by make financial lives better by connecting those we serve to the resources disciplined business practices and governance, by investing in our and expertise they need to achieve their goals. This is what drives us. communities, and by being the best place to work for our employees. – Brian Moynihan, Chairman and CEO 2015 Company Performance Earned net income of $15.9 billion in 2015, versus $4.9 billion in 2014 Consumer Banking Best U.S. Consumer Franchise Achieved record capital and liquidity levels #1 retail deposit market share(2) Tangible Common Equity of $162 billion, increased by $10.4 billion(1); Global Excess Liquidity Sources at $504 billion Tangible book value per share increased 8% to $15.62(1) Global Wealth & Investment Top Wealth Management Brands Management Continued focus on expenses while investing in growth #1 U.S. wealth management market Excluding litigation, noninterest expense down 5%(1) position across client assets, deposits, and loans(3) Improved/increased client and customer activity in all areas, including: business referrals (increased 19% to 5 million); total loans (grew nearly $22 billion); and deposits (increased $78 billion) Global Banking Strong Global Banking Presence Strong asset quality discipline drove continued low levels of net charge-offs and declines in delinquencies and nonperforming loans #3 in Global Investment Banking fees(4) $4.5 billion returned to common stockholders through repurchases and dividends Global Markets Leader in Research #1 global research team five years in a row(5) Total Stockholder Return(6) 1-year 3-year 5-year See “Compensation Discussion and Analysis” on page 29 and our 2015 annual report. (1) Not a financial measure under generally accepted accounting principles (GAAP). On a GAAP basis, common shareholders’ equity was $233.9 billion and increased by $9.8 billion; book value per share increased 6% to $22.54; and noninterest expense was down 24%. (2) Source: SNL Branch data. U.S. retail deposit market share based on June 2015 FDIC deposit data, adjusted to remove commercial balances. (3) Source: Competitor 3Q15 earnings releases. (4) Source: Dealogic, as of January 5, 2016, for the quarter ended December 31, 2015. (5) Source: Institutional Investor magazine. (6) As of December 31, 2015. See page 42 for a list of the companies in our primary competitor group. “G-SIBs” are global systematically important banks designated by the Financial Stability Board as of November 3, 2015. BANK OF AMERICA CORPORATION 2016 PROXY STATEMENT ii Table of Contents PROXY STATEMENT SUMMARY COMPENSATION HIGHLIGHTS Pay-for-Performance Compensation Philosophy Our compensation philosophy ties our executive officers’ pay to company, Our Compensation and Benefits Committee oversees a robust line of business, and individual performance over the short and long term.
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