BofA Investors Urged to Reject Moynihan’s Chairman Position

The recent departure of former Chief Financial Officer Bruce Thompson, who was replaced by Paul Donofrio last month, increased concerns about the bank's leadership, according to Glass Lewis. Still, the adviser's recommendation isn't meant as a criticism of Moynihan, but is based on the impact of the bylaw change, Glass Lewis said.

Bank of America scheduled the special vote after Jack Bovender, the lead independent director, admitted the firm should've consulted investors before changing the bylaws. If a majority of shareholders oppose that decision, the board said it will promptly find an independent chairman.

In recent weeks, shareholders including the two biggest U.S. public pension funds announced they would oppose the proposal. The California Public Employees' Retirement System and the California State Teachers' Retirement System manage a combined $476 billion, including a total of about $1 billion of the bank's shares.

The four members of the lender's governance committee were re-elected in May with no more than 72 percent of the vote after Glass Lewis and Institutional Shareholder Services lambasted the directors' actions.

BlackRock is the single biggest holder of Bank of America shares with 5.5 percent, according to data compiled by Bloomberg. Ed Sweeney, a spokesman for the New York-based asset manager, declined to comment on the upcoming vote.

"We generally consider the designation of a lead independent director as an acceptable alternative to an independent chair" if the director can call meetings and set agendas, BlackRock said in a February proxy voting guideline.