As filed with the Securities and Exchange Commission on June 28, 2018
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
___________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 28, 2018
___________________________
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)


Delaware
 
1-6523
 
56-0906609
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
 
100 North Tryon Street
Charlotte, North Carolina 28255
 
 
 
 
(Address of principal executive offices)
 
 

(704) 386-5681
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
___________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o



ITEM 8.01
Other Events.

On June 28, 2018 , Bank of America Corporation (the “Corporation”) issued a news release announcing that the Corporation’s Board of Directors (the “Board”) plans to increase the quarterly dividend paid on shares of the Corporation’s common stock to $0.15 per share, beginning in the third quarter of 2018. The news release also announced that the Board has authorized the repurchase of $20.6 billion in common stock from July 1, 2018 through June 30, 2019, which includes approximately $0.6 billion in repurchases to offset shares awarded under equity-based compensation plans during the same period. The Board’s common stock repurchase authorization covers both common stock and warrants and replaces the Board’s prior common stock repurchase authorization that expires on June 30, 2018.

In addition, the news release announced that the Board of Governors of the Federal Reserve System completed its 2018 Comprehensive Capital Analysis and Review, and informed the Corporation that it did not object to the Corporation’s capital plan, including the dividend and repurchase actions described above.

A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

ITEM 9.01.     Financial Statements and Exhibits .

(d) Exhibits.

The following exhibit is filed herewith.
EXHIBIT NO.
DESCRIPTION OF EXHIBIT


2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
BANK OF AMERICA CORPORATION
 
 
 
 
 
By:
/s/ Ross E. Jeffries, Jr.
 
 
 
Ross E. Jeffries, Jr.
 
 
 
Deputy General Counsel and Corporate Secretary
 

Dated: June 28, 2018

3


INDEX TO EXHIBITS
 
EXHIBIT NO.
DESCRIPTION OF EXHIBIT


4



BACLOGOA06.JPG

June 28, 2018

Bank of America Announces Increases to Quarterly Common Stock Dividend and
Common Share Repurchase Program

CHARLOTTE — Following completion of the Federal Reserve’s 2018 Comprehensive Capital Analysis and Review, Bank of America today announced that the Federal Reserve did not object to the company’s capital plan, which is estimated to return approximately $26 billion to common stockholders over the next four quarters through a quarterly common stock dividend increase and common stock repurchases. That estimate is based upon the company’s current number of outstanding shares and share price.

As part of the capital plan, the company’s Board of Directors plans to increase its quarterly common stock dividend by 25 percent to $0.15 per share, beginning in the third quarter of 2018.

Also, the company has been authorized to repurchase approximately $20.6 billion in common stock from July 1, 2018 through June 30, 2019, which includes approximately $0.6 billion in repurchases to offset shares awarded under equity-based compensation plans during the same period.

The repurchase program, which covers both common stock and warrants, will be subject to various factors, including the company's capital position, liquidity, financial performance and alternative uses of capital, stock trading price, and general market conditions, and may be suspended at any time. The common stock or warrant repurchases may be effected through open market purchases or privately negotiated transactions, including Rule 10b5-1 plans.

Forward-Looking Statements
Certain statements in this news release represent the current expectations, plans or forecasts of Bank of America based on available information and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements often use words like “expects,” “anticipates,” “believes,” “estimates,” “targets,” “intends,” “plans,” “predict,” “goal” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.” Forward-looking statements speak only as of the date they are made, and Bank of America undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.





Forward-looking statements represent Bank of America’s current expectations, plans or forecasts of its future results, revenues, expenses, efficiency ratio, capital measures, and future business and economic conditions more generally, and other future matters, including but not limited to the estimated four-quarter total capital actions described above. These statements are not guarantees of future results or performance and involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and are often beyond Bank of America’s control. Actual outcomes and results may differ materially from those expressed in, or implied by, any forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks discussed under Item 1A. “Risk Factors” of Bank of America’s Annual Report on Form 10-K for the year ended December 31, 2017 and in any of Bank of America’s other subsequent Securities and Exchange Commission filings.

Bank of America
Bank of America is one of the world’s leading financial institutions, serving individual consumers, small and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services. The company provides unmatched convenience in the United States, serving approximately 47 million consumer and small business relationships with approximately 4,400 retail financial centers, approximately 16,000 ATMs, and award-winning digital banking with approximately 36 million active users, including 25 million mobile users. Bank of America is a global leader in wealth management, corporate and investment banking and trading across a broad range of asset classes, serving corporations, governments, institutions and individuals around the world. Bank of America offers industry-leading support to approximately 3 million small business owners through a suite of innovative, easy-to-use online products and services. The company serves clients through operations across the United States, its territories and more than 35 countries. Bank of America Corporation stock (NYSE: BAC) is listed on the New York Stock Exchange.

For more Bank of America news, including dividend announcements and other important information, visit the Bank of America newsroom . Click here to register for news email alerts.

www.bankofamerica.com

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Investors May Contact:
Lee McEntire, Bank of America, 1.980.388.6780
Jonathan Blum, Bank of America (Fixed Income), 1.212.449.3112

Reporters May Contact:
Lawrence Grayson, Bank of America, 1.704.995.5825
lawrence.grayson@bankofamerica.com