Form DEF 14A Period: MAY.09.12 Date Filed: MAR.28.12
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  Form DEF 14A (Entire Filing)

Filing Body


Page 2: N/A

Page 3: Notice of 2012 Annual Meeting of Stockholders


Page 5: Internet Availability of Proxy Materials

Page 6: Proxy Statement

Page 7: The Nominees

Page 8: N/A

Page 9: N/A

Page 10: N/A

Page 11: N/A

Page 12: Corporate Governance

Page 13: Board Leadership

Page 14: Board Meetings, Committee Membership and Attendance

Page 15: Corporate Governance Committee

Page 16: Compensation and Benefits Committee

Page 17: Chief Executive Officer and Senior Management Succession Planning

Page 18: Board Executive Sessions

Page 19: Additional Corporate Governance Information Available

Page 20: 2011 Director Compensation

Page 21: Stock Ownership and Retention Requirements for Directors.

Page 22: Review of Related Person and Certain Other Transactions

Page 23: Proposal 2: An Advisory (Non-Binding) Say on Pay Vote to Approve Executive Compensation

Page 24: Resolved, that our stockholders approve, on an advisory basis, the compensation of our company s nam

Page 25: Compensation and Benefits Committee Report

Page 26: Our 2011 Compensation Decisions

Page 27: Overview of Our Executive Compensation Program

Page 28: Clawback Features.

Page 29: N/A

Page 30: N/A

Page 31: Our 2011 Compensation Decisions

Page 32: 2011 Compensation Decisions for Our Named Executive Officers.

Page 33: N/A

Page 34: Our Other Compensation Practices

Page 35: Perquisites and Other Fringe Benefits

Page 36: Section 162(m)

Page 37: Executive Compensation

Page 38: 2011 Stock Awards

Page 39: N/A

Page 40: 2011 All Other Compensation Table

Page 41: Grants of Plan-Based Awards

Page 42: Performance Contingent Restricted Stock Units (PRSUs)

Page 43: New Hire Restricted Stock Unit Award to Mr. Lynch (RSUs)

Page 44: Year-End Equity Values and Equity Exercised or Vested

Page 45: Options Exercised and Stock Vested in 2011

Page 46: Qualified Pension Plans.

Page 47: Frozen SERPs

Page 48: Nonqualified Deferred Compensation

Page 49: 401(k) Restoration Plan

Page 50: FleetBoston Financial Corporation Executive Supplemental Plan

Page 51: Potential Payments Upon Termination or Change in Control

Page 52: Potential Payments Upon Termination or Change in Control as of December 31, 2011

Page 53: N/A

Page 54: Stock Ownership of Directors, Executive Officers and Certain Beneficial Owners

Page 55: N/A

Page 56: Section 16(a) Beneficial Ownership Reporting Compliance

Page 57: Proposal 3: Ratification of the Appointment of the Registered Independent Public Accounting Firm for

Page 58: Proposals 4 through 8: Stockholder Proposals

Page 59: Proposal 5: Grassroots and Other Lobbying

Page 60: Board s Response to Proposal 5

Page 61: Executives To Retain Significant Stock Yes on 6.

Page 62: Accordingly, the Board recommends a vote

Page 63: Board s Response to Proposal 7

Page 64: N/A

Page 65: Accordingly, the Board recommends a vote

Page 66: Board s Response to Proposal 8

Page 67: Voting Instructions and Other Information

Page 68: Who Can Vote.

Page 69: General Information

Page 70: Stockholder Proposals for our 2013 Annual Meeting.

Page 71: N/A

Page 72: N/A

Page 73: N/A


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