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NYSE: BAC BANK OF AMERICA CORP /DE/ 8-K

Bank of America expands board to 14, appoints James Fitterling and William Thomas as directors

Filed October 21, 2026 · Period ending October 21, 2026 · ~1 min read

4 key changes 2 sections

Key Changes

  • medium

    Board increased from 12 to 14 directors; James Fitterling and William Thomas appointed effective immediately.

  • medium

    Fitterling, Executive Chairman of Dow Inc., joins Enterprise Risk and Compensation and Human Capital Committees.

  • medium

    Thomas, former Global Chairman and CEO of KPMG International, joins Audit and Corporate Governance Committees.

  • low

    Both directors receive prorated restricted stock and cash awards from appointment to next annual meeting.

Summary

Bank of America expanded its board from 12 to 14 members, appointing James Fitterling and William Thomas as independent directors effective immediately. Fitterling, Executive Chairman of Dow Inc. and former CEO, brings extensive leadership and public company board experience, including service on 3M's board. Thomas, former Global Chairman and CEO of KPMG International, adds deep financial and audit expertise.

Both will receive standard non-employee director compensation, prorated for their partial term. The appointments strengthen the board's risk, compensation, audit, and governance oversight. For retail holders, this is a routine governance update with no immediate concerns.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~300 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

2 Added
Added Board expansion and director appointments medium

Added in current filing · verify on EDGAR →

increased the size of the Board from 12 directors to 14 directors and appointed James Fitterling and William Thomas to serve on the Board, effective immediately

The Board added two new independent directors, expanding from 12 to 14 members. James Fitterling, Executive Chairman and former President/CEO of Dow Inc., joins the Enterprise Risk Committee and Compensation and Human Capital Committee. William Thomas, former Global Chairman and CEO of KPMG International, joins the Audit Committee and Corporate Governance Committee.

Show 1 minor / wording change
Added Director compensation low

Added in current filing · verify on EDGAR →

Messrs. Fitterling and Thomas will be granted restricted stock and cash awards on October 21, 2026, the amount of which will be prorated from the date of appointment to the Corporation’s next annual shareholders’ meeting.

Both new directors will receive standard non-employee director compensation, with equity and cash awards prorated for their partial term from appointment until the next annual meeting. This is routine for newly appointed directors.

Event · Exhibit 99.1

3 Added
Added Board appointments medium

Added in current filing · view on EDGAR →

The Bank of America Corporation Board of Directors today appointed Jim Fitterling and Bill Thomas as directors, effective immediately.

Bank of America added two new independent directors to its board. Jim Fitterling is Executive Chairman of Dow Inc. and former CEO of Dow, while Bill Thomas is former Global Chairman and CEO of KPMG International. Both bring extensive leadership experience in large global organizations.

Added Director background - Jim Fitterling medium

Added in current filing · view on EDGAR →

Mr. Fitterling, 65, is Executive Chairman of the Board of Directors of Dow Inc., a global materials science company. From 2018 to 2026, Mr. Fitterling served as Chief Executive Officer of Dow, and he was elected Board Chair in 2020.

Fitterling brings decades of experience in a complex, evolving industry and significant public company board credentials, including serving on the Board of Directors of 3M since 2021 and as lead director since 2024.

Added Director background - Bill Thomas medium

Added in current filing · view on EDGAR →

Mr. Thomas, 58, served as Global Chairman and Chief Executive Officer of KPMG International, a global organization of independent professional services firms providing audit, tax and advisory services, from 2017 to 2026.

Thomas brings deep financial expertise in audit, accounting and financial reporting, having led KPMG's network of 265,000 professionals across 143 countries. He is a chartered accountant and Fellow of the Institute of Chartered Accountants of British Columbia.

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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 21, 2026 · How we verify