Definitive Additional Materials



Washington, D.C. 20549



(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

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Preliminary Proxy Statement



   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



Definitive Proxy Statement




Definitive Additional Materials




Soliciting Material Pursuant to §240.14a-12



Bank of America Corporation

(Name of Registrant as Specified in its Charter)




(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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2013 Annual Meeting Admission Ticket

2013 Annual Meeting of Stockholders


Wednesday, May 8, 2013, 10:00 am (EDT)


Charlotte Marriott City Center

100 West Trade Street

Charlotte, North Carolina 28202

(Enter through Independence Center Atrium.)


Upon arrival, please present this admission ticket and valid government-issued photo identification at the registration desk.





   Vote by Internet


  Go to


  Or scan the QR code with your smartphone


  Follow the steps outlined on the secure website



Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be Held on May 8, 2013

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the 2013 annual meeting of stockholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the information contained in the proxy materials before voting. The proxy statement and 2012 annual report to stockholders are available at:







Easy Online Access — A Convenient Way to View Proxy Materials and Vote

When you go online to view materials, you can also vote your shares.

Step 1: Go to

Step 2: Click on the icon on the right to view current meeting materials.

Step 3: Return to the window and follow the instructions on the screen to log in.

Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.




  Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 26, 2013 to facilitate timely delivery.





The 2013 Annual Meeting of Stockholders will be held at 10:00 am (EDT) on Wednesday, May 8, 2013, at Charlotte Marriott City Center, 100 West Trade Street, Charlotte, North Carolina 28202. (Enter through the Independence Center Atrium.)

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends a vote FOR all nominees and FOR Proposals 2 and 3:




Election of Directors.


   01 - Sharon L. Allen

  06 - Charles K. Gifford   11 - Brian T. Moynihan

   02 - Susan S. Bies

  07 - Charles O. Holliday, Jr.   12 - Lionel L. Nowell, III

   03 - Jack O. Bovender, Jr.

  08 - Linda P. Hudson   13 - R. David Yost

   04 - Frank P. Bramble, Sr.

  09 - Monica C. Lozano    

   05 - Arnold W. Donald

  10 - Thomas J. May    



An advisory (non-binding) vote to approve executive compensation (say on pay).



Ratification of the appointment of the registered independent public accounting firm for 2013.

The Board of Directors recommends a vote AGAINST the following proposals:




Stockholder Proposal – Report on Political Contributions.

  7.       Stockholder Proposal – Political Contributions.



Stockholder Proposal – Proxy Access.

  8.       Stockholder Proposal – Mortgage Servicing.



Stockholder Proposal – Multiple Board Service.


PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

Information about attending and voting at the Bank of America 2013 Annual Meeting of Stockholders

Attendance at the 2013 Annual Meeting of Stockholders is limited to stockholders or their legal proxies. Valid government-issued photo identification and proof of stock ownership or a legal proxy as of March 13, 2013, the record date, are required to be admitted to the meeting. Failure to bring the required documentation may delay or prevent you from being admitted to the meeting.

If you wish to vote in person at the 2013 Annual Meeting of Stockholders, you may either bring your proxy card or a legal proxy in your name provided by your broker, bank or other nominee or request a ballot at the meeting.

For more information about attending and voting at the 2013 Annual Meeting of Stockholders, please refer to the proxy statement.












Here’s how to order a copy of the proxy materials and select a future delivery preference:


Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or
email options below.


Email copies: Current and future email delivery requests must be submitted via the Internet following the
instructions below. If you request an email copy of current materials you will receive an email with a link to
the materials.


PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of
proxy materials.


      ®      Internet – Go to Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
      ®      Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.

Email – Send email to with “Proxy Materials Bank of America Corporation” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.


To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 26, 2013.

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