2021 Proxy Statement

1 Bank of America Corporation20 21 Proxy StatementMarch 8, 2021 Letter from our chairman and Chief executive Officer We are pleased to invite you to the 2021 annual meeting of shareholders to be held on April 20, 2021 at 10:00 , Eastern time. For the health and safety of our shareholders, employees, and communities, our 2021 annual meeting will be held virtually by webcast. During the meeting, we will provide updates on the company and how operating for more than a decade under Responsible Growth allowed us to deliver for shareholders during 2020. We will highlight our support of our employees, our customers and clients, and the communities we serve with particular focus on our support during the COVID-19 health crisis.

2 You will also hear from Jack Bovender, our Lead Independent Director. Jack will be retiring from the Board at the 2021 annual meeting. On behalf of the Board, I want to thank Jack for his dedication to our company and his deep commitment to strong corporate governance. Jack has worked tirelessly to build a forum for key stakeholders to share their views with our Board and management, and we look forward to continuing the industry-leading shareholder engagement activities that he helped implement. Your vote is important. Since the 2017 annual meeting, Bank of America has made a $1 charitable donation for every shareholder account that votes your participation in the 2020 annual meeting resulted in approximately $ million in contributions to For the 2021 annual meeting, we will again make a $1 charitable donation for every shareholder account that votes.

3 This year, the contributions will be made in equal parts to the National Urban League and UnidosUS. Please read the Proxy materials and follow the voting instructions to ensure your shares are represented at the meeting. BRIAN T. MOYNIHAN chairman and Chief executive Officer Letter from our Lead Independent Director The independent directors and I join Brian in inviting you to attend our company s 2021 annual meeting of shareholders. The Board values input from our shareholders as the company executes our long-term strategy. As the Board s Lead Independent Director, I meet regularly with investors. I share investors viewpoints with the Board, and that input enhances our decision-making.

4 I had the pleasure of being joined during our fall 2020 and early 2021 shareholder engagement meetings by Lionel Nowell, who the Board selected to succeed me as Lead Independent Director upon my retirement. During 2020 and early 2021, our dialogue covered broad-ranging topics, including: the Board s diverse composition and breadth of experience; the role of the Lead Independent Director, the Lead Independent Director succession planning process, and Lionel s selection as Lead Independent Director successor; the Board s oversight of our company s response to the global health crisis and to the racial and economic inequality in the ; and our company s response through supporting our employees, our customers, and the communities we serve.

5 So that all shareholders have the opportunity to hear directly from our Board members, we continue to make available video interviews of each director discussing our company s governance practices and what Responsible Growth means to us on our annual meeting website at I encourage you to read our 2021 proxy statement , our 2020 Annual Report, and the other Proxy materials. I also encourage you to read the second edition of our Human Capital Management Report published in October 2020, also available on our annual meeting website. Our Board remains committed to building long-term value in the company and returning excess capital to our shareholders.

6 On behalf of the directors, I join Brian, Lionel, and the management team in thanking you for choosing to invest in Bank of America. It has been my great pleasure to serve as your Lead Independent Director. JACK O. BOVENDER, JR. Lead Independent Director Notice of 2021 annual meeting of shareholders Date and time: April 20, 2021 10:00 , Eastern time Live audio webcast: Matters to be voted on: Electing the 16 directors named in the Proxy Statement A proposal approving our executive compensation (an advisory, non-binding Say on Pay resolution) A proposal ratifying the appointment of our independent registered public accounting firm for 2021 A proposal amending and restating our Key Employee Equity Plan Shareholder proposals, if they are properly presented at our annual meeting Any other business that may properly come before our annual meeting Your vote is very important: Please submit your Proxy as soon as possible by internet, telephone, or mail.

7 Submitting your Proxy by one of these methods will ensure your representation at the annual meeting regardless of whether you attend the meeting. Your vote is important we want to hear from you and all of our other shareholders. On behalf of every shareholder account that votes, Bank of America will make a $1 charitable donation in equal parts to the National Urban League and UnidosUS in support of our ongoing focus on advancing economic opportunity and racial equality. Please refer to page 94 of this Proxy Statement for additional information on how to vote your shares and attend our annual meeting virtually. Record date: Bank of America shareholders as of the close of business on March 1, 2021 will be entitled to vote at our annual meeting and any adjournments or postponements of the meeting.

8 In support of the health and safety of our shareholders and employees, we will hold our annual meeting this year solely by means of remote communication via audio webcast at You will be able to participate in the virtual annual meeting online, vote your shares electronically, and submit questions during the meeting, and shareholders of record may view the list of registered holders entitled to vote at our annual meeting. You will not be able to attend the annual meeting in person. By order of the Board of Directors, ROSS E. JEFFRIES, JR. Deputy General Counsel and Corporate Secretary March 8, 2021 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF Proxy MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 2021: Our 2021 proxy statement and 2020 Annual Report to shareholders are available at Proxy Statement summary Proxy Statement summary Your vote is important How to vote your shares You may vote if you were a shareholder as of the close of business on March 1, 2021.

9 Online before the By mail Complete, sign, date, and return your Proxy card in theenvelope provided By phone Call the phone number located on the top of your Proxy card Online during the meeting Attend our annual meeting virtually by logging into thevirtual annual meeting website and vote by followingthe instructions provided on the website Proposals for your vote Board voting recommendation Page 1. Electing directors FOR each nominee 2 2. Approving our executive compensation (an advisory, non-binding Say on Pay resolution) FOR 48 3. Ratifying the appointment of our independent registered public accounting firm for 2021 FOR 74 4.

10 Amending and restating the Bank of America Corporation Key Employee Equity Plan FOR 76 5-8. Shareholder proposals AGAINST 83 Your vote is important we want to hear from you and all of our other shareholders. On behalf of every shareholder account that votes, Bank of America will make a $1 charitable donation in equal parts to the National Urban League and UnidosUS. Contributing to these organizations aligns with our ongoing focus on advancing economic opportunity and racial equality. The National Urban League is the largest civil rights and urban advocacy organization focused on economic empowerment for African Americans through direct services in education and job training, housing and community development, workforce development, entrepreneurship, and health.