Bank of America Corporation 2021 Proxy Statement March 8, 2021 Letter from our Chairman and Letter from our Lead Chief Executive Officer Independent Director We are pleased to invite you to the 2021 annual meeting of shareholders The independent directors and I join Brian in inviting you to attend our to be held on April 20, 2021 at 10:00 a.m., Eastern time. For the health and company’s 2021 annual meeting of shareholders. The Board values input safety of our shareholders, employees, and communities, our 2021 annual from our shareholders as the company executes our long-term strategy. meeting will be held virtually by webcast. As the Board’s Lead Independent Director, I meet regularly with investors. I share investors’ viewpoints with the Board, and that input enhances our During the meeting, we will provide updates on the company and how decision-making. I had the pleasure of being joined during our fall 2020 operating for more than a decade under Responsible Growth allowed us to and early 2021 shareholder engagement meetings by Lionel Nowell, who deliver for shareholders during 2020. We will highlight our support of our the Board selected to succeed me as Lead Independent Director upon my employees, our customers and clients, and the communities we serve— retirement. with particular focus on our support during the COVID-19 health crisis. During 2020 and early 2021, our dialogue covered broad-ranging topics, You will also hear from Jack Bovender, our Lead Independent Director. including: the Board’s diverse composition and breadth of experience; the Jack will be retiring from the Board at the 2021 annual meeting. role of the Lead Independent Director, the Lead Independent Director succession planning process, and Lionel’s selection as Lead Independent Director successor; the Board’s oversight of our company’s response to On behalf of the Board, I want to thank Jack for his the global health crisis and to the racial and economic inequality in the dedication to our company and his deep commitment to U.S.; and our company’s response through supporting our employees, our strong corporate governance. Jack has worked tirelessly customers, and the communities we serve. to build a forum for key stakeholders to share their So that all shareholders have the opportunity to hear directly from our views with our Board and management, and we look Board members, we continue to make available video interviews of each forward to continuing the industry-leading shareholder director discussing our company’s governance practices and what engagement activities that he helped implement. Responsible Growth means to us on our annual meeting website at https://about.bankofamerica.com/annualmeeting. I encourage you to read our 2021 Proxy Statement, our 2020 Annual Report, Your vote is important. Since the 2017 annual meeting, Bank of America and the other proxy materials. I also encourage you to read the second has made a $1 charitable donation for every shareholder account that edition of our Human Capital Management Report published in October votes—your participation in the 2020 annual meeting resulted in 2020, also available on our annual meeting website. approximately $1.05 million in contributions to Water.org. Our Board remains committed to building long-term value in the company For the 2021 annual meeting, we will again make a $1 charitable donation and returning excess capital to our shareholders. On behalf of the for every shareholder account that votes. This year, the contributions will directors, I join Brian, Lionel, and the management team in thanking you be made in equal parts to the National Urban League and UnidosUS. for choosing to invest in Bank of America. Please read the proxy materials and follow the voting instructions to It has been my great pleasure to serve as your Lead Independent Director. ensure your shares are represented at the meeting. BRIAN T. MOYNIHAN JACK O. BOVENDER, JR. Chairman and Chief Executive Officer Lead Independent Director Notice of 2021 annual meeting of shareholders Date and time: Your vote is very important: Please submit your proxy as soon as possible by internet, telephone, or mail. Submitting your proxy by April 20, 2021 one of these methods will ensure your representation at the annual meeting regardless of whether you 10:00 a.m., Eastern time attend the meeting. Your vote is important—we want to hear from you and all of our other shareholders. On behalf of every shareholder account that votes, Bank of America will make a $1 charitable donation in equal parts to the National Urban League and UnidosUS in support of our ongoing focus on advancing Live audio webcast: economic opportunity and racial equality. Please refer to page 94 of this proxy statement for additional information on how to vote your shares www.virtualshareholder and attend our annual meeting virtually. meeting.com/BAC2021 Record date: Bank of America shareholders as of the close of business on March 1, 2021 will be entitled to vote at Matters to be voted on: our annual meeting and any adjournments or postponements of the meeting. ‰ Electing the 16 directors named in the proxy statement In support of the health and safety of our shareholders and employees, we will hold our annual meeting this year solely by means of remote communication via audio webcast at ‰ A proposal approving our executive www.virtualshareholdermeeting.com/BAC2021. You will be able to participate in the virtual annual compensation (an advisory, meeting online, vote your shares electronically, and submit questions during the meeting, and non-binding “Say on Pay” resolution) shareholders of record may view the list of registered holders entitled to vote at our annual meeting. You will not be able to attend the annual meeting in person. ‰ A proposal ratifying the appointment of our independent registered public accounting firm for 2021 By order of the Board of Directors, ‰ A proposal amending and restating our Key Employee Equity Plan ‰ Shareholder proposals, if they are properly presented at our annual ROSS E. JEFFRIES, JR. meeting Deputy General Counsel and Corporate Secretary ‰ Any other business that may properly March 8, 2021 come before our annual meeting IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 2021: Our 2021 Proxy Statement and 2020 Annual Report to shareholders are available at https://about.bankofamerica.com/annualmeeting. Proxy statement summary Proxy statement summary Your vote is important How to vote your shares You may vote if you were a shareholder as of the close of business on March 1, 2021. Online before the meeting By mail www.proxyvote.com Complete, sign, date, and return your proxy card in the envelope provided By phone Online during the meeting Call the phone number located Attend our annual meeting virtually by logging into the on the top of your proxy card virtual annual meeting website and vote by following the instructions provided on the website Proposals for your vote Board voting recommendation Page 1. Electing directors FOR each nominee 2 2. Approving our executive compensation FOR (an advisory, non-binding “Say on Pay” resolution) 48 3. Ratifying the appointment of our independent FOR registered public accounting firm for 2021 74 4. Amending and restating the Bank of America Corporation FOR Key Employee Equity Plan 76 5-8. Shareholder proposals AGAINST 83 Your vote is important—we want to hear from you and all of our other shareholders. On behalf of every shareholder account that votes, Bank of America will make a $1 charitable donation in equal parts to the National Urban League and UnidosUS. Contributing to these organizations aligns with our ongoing focus on advancing economic opportunity and racial equality. The National Urban League is the largest civil rights and urban advocacy organization focused on economic empowerment for African Americans through direct services in education and job training, housing and community development, workforce development, entrepreneurship, and health. UnidosUS, formerly the National Council of La Raza, is the nation’s largest Latino civil rights and advocacy organization serving the Hispanic community in the areas of civic engagement, civil rights and immigration, education, workforce and the economy, health, and housing through research, advocacy, programs, and a national network of community-based affiliates across the country. For more information about our $1 charitable donation, see page 95. To review our 2021 Proxy Statement, 2020 Annual Report, and other information relating to our 2021 annual meeting online, go to https://about.bankofamerica.com/annualmeeting. Attending the annual meeting To attend, vote and submit questions during our annual meeting, visit www.virtualshareholdermeeting.com/BAC2021 and enter the control number found in the email or on the Notice of Internet Availability of Proxy Materials previously notifying you of the availability of our proxy materials, or on the proxy card or voting instruction form. If you do not have a control number, you may still attend the meeting as a guest in listen only mode, but you will not be able to vote your shares or otherwise participate in the meeting. We encourage shareholders to log in to the website and access the webcast early, beginning approximately 15 minutes before the annual meeting’s 10:00 a.m., Eastern time start time. If you experience technical difficulties, please contact the technical support telephone number posted on www.virtualshareholdermeeting.com/BAC2021. See “Attending our annual meeting” on page 96. As always, we encourage you to vote your shares prior to the meeting. 2021 PROXY STATEMENT i Proxy statement summary Strategic objectives What would you like the power to do?® At Bank of America, we ask this question every day of all those we serve. It is at the core of how we live our values, deliver our purpose and achieve Responsible Growth.