Bank of America's Shareholders vote to remove CEO

On Wednesday, April 29 2009, more than fifty percent (50.34%) of Bank of America's shareholders voted to remove CEO Kenneth D. Lewis as Chairman of the Board of Directors of the company. See related article in today's New York Times at http://www.nytimes.com/2009/04/30/business/30bank.html?ref=todayspaper According to reporters, shareholders were quite vocal in their support of, or derision for Mr. Lewis and, as we now can see, they were rather evenly split. Though he was supported by the rest of the Board, the shareholders stood up and were counted - and the results are history.

Will this shareholder action spur on other activists to "get out the vote" or will this fervor subside and historical shareholder acquiescence to the Board return? Earlier this week, New York Senator Charles Schumer said he intends to introduce legislation that would require all publicly held companies to include a shareholder �say on pay' provision. In addition, the bill would require Boards to end the practice of staggering elections and hole annual votes for all Board members. Proponents of this move say that it will help shareholders vote off directors that they don't like, rather than be able to remove the few that are up for election each year. Another component of the bill would require the Boards to set up a committee to perform a risk assessment as to whether or not the current compensation programs encourage/reward undue risk-taking.

Clearly these are dynamic times for Boards' governance and compensation committee members. At Compensation Resources, Inc., (CRI) we have dedicated professionals to assist your organization in addressing these pressing and ever-changing issues. Please do not hesitate to contact any one of our consultants should you have a question or concern.

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