2018 Guide to Effective Proxies

2.17.1 CD&A table of contents | 237 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES Proposal 2: Approving Our Executive Compensation (an Advisory, Non-binding “Say on Pay” Resolution) Proposal 2: Approving Our Executive Compensation (an Advisory, Non-binding “Say on Pay” Resolution) We are seeking an advisory vote to approve our executive compensation for 2017. At our 2017 annual meeting of stockholders, a majority of stockholders voted to have a Say on Pay vote each year. As a result, we will conduct an advisory vote on executive compensation annually at least until the next stockholder advisory vote on the frequency of such votes. Although the Say on Pay vote is advisory and is not binding on our Board, our Compensation and Benefits Committee will take into consideration the outcome of the vote when making future executive compensation decisions. At the 2017 annual meeting of stockholders, more than 95% of the votes cast favored our Say on Pay proposal. The Committee considered this result and input from investors during our stockholder engagement process, and in light of the strong support, maintained a consistent overall approach for 2017. Our Board believes that our current executive compensation program appropriately links compensation realized by our executive officers to our performance and properly aligns the interests of our executive officers with those of our stockholders. The details of this compensation for 2017, and the reasons we awarded it, are described in “Compensation Discussion and Analysis,” starting below. Our Board recommends a vote “FOR” approving our executive compensation (an advisory, non-binding “Say on Pay” resolution) (Proposal 2). Our Board recommends that our stockholders vote in favor of the following resolution: “Resolved, that our stockholders approve, on an advisory basis, the compensation of our company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative discussion disclosed in this proxy statement.” Compensation Discussion and Analysis 1. Executive Summary 38 a. Executive Compensation Philosophy 38 b. 2017 Executive Compensation Highlights 38 c. Stockholder Engagement & Say on Pay Results 38 2. 2017 Company & Segment Performance 39 3. Executive Compensation Program Features 41 a. Executive Pay Components & Variable Pay Mix 41 b. Compensation Risk Management Features 42 i. Pay Practices 42 ii. Multiple Cancellation & Clawback Features 43 iii. Stock Ownership & Retention Requirements 44 4. Compensation Decisions and Rationale 44 a. Pay Evaluation & Decision Process 44 b. Individual Performance Highlights 45 c. 2017 Compensation Decisions 48 d. Goals for Performance Restricted Stock Units 48 5. Other Compensation Topics 49 a. Results for Performance Restricted Stock Units 49 b. Competitor Groups 49 c. Retirement Benefits 50 d. Health and Welfare Benefits & Perquisites 50 e. Tax Deductibility of Compensation 50 Bank of America Corporation 2018 Proxy Statement 37 BANK OF AMERICA CORPORATION