CalPERS claims they failed to fully disclose the true financial condition of Merrill Lynch before its acquisition in September 2008. CalPERS will cast “withhold” votes from directors Frank Bramble, Virgis Colbert, Charles Gifford, Monica Lozano, Thomas May and Charles Rossotti at Bank of America’s annual general shareowners meeting on April 28.
“Shareowners did not have complete or accurate information prior to approving the merger, and Bank of America’s stock price fell dramatically,” said Senior Portfolio Manager Anne Simpson, who heads the CalPERS corporate governance program, in the announcement. “Moreover, Merrill executives received bonuses that weren’t disclosed to us before the merger.”
Also on this year’s proxy ballot are seven other Bank of America directors who weren’t on the board during the Merrill Lynch merger and whom the pension fund supports.
The pension fund said its action is related to an engagement campaign begun this year with eight major financial sector firms over key corporate governance issues.
CalPERS has more than $1.1 billion invested in Bank of America stocks and fixed income securities. Its proxy votes are at http://www.calpers-governance.org.
The nation’s largest pension fund is involved in a class action lawsuit against Bank of America (BofA) over allegations of misconduct during its Merrill Lynch acquisition (see Pension Plans Named as BofA Suit Lead Plaintiffs). Europe’s largest pension fund filed a similar suit in March (see Europe’s Largest Pension Fund Sues BofA over Merrill Lynch Deal).
The U.S. Securities and Exchange Commission has also filed a lawsuit related to the acquisition (see Judge Rejects New SEC Claims against BofA).