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(Reuters) - Bank of America Corp (BAC.N) shareholders elected all 13 directors nominated by the bank at its annual meeting on Wednesday, while approving compensation for top executives in a non-binding decision.
Shareholders rejected an investor proposal tied to "clawing back" executive pay.
The proposal would have required Bank of America to hold onto a "substantial portion" of executive officers' pay for at least 10 years to help pay for monetary damages incurred by the bank.
Bank of America's board had recommended voting against the proposal, as had proxy advisory firms Institutional Shareholder Services and Glass, Lewis & Co.
Investors also ratified PricewaterhouseCoopers as Bank of America's independent auditor.
Among speakers at the meeting was CLSA bank analyst Mike Mayo, a frequent critic of the bank.
Mayo said the bank's independent directors were not holding Chief Executive Brian Moynihan and his management team accountable when it came to setting time-specific financial targets. He also criticized the bank's executive pay proposal, calling it "extra pay for management".
"I don't see why the proxy, as overseen by the lead director, would allow management to get off so easily," he said.
Mayo upgraded Bank of America to "outperform" from "sell" on Jan. 29, arguing in a report that the bank's low valuation and strong balance sheet make it attractive despite what he called "poor governance and oversight."
The meeting was less eventful than last year, when shareholders complained loudly after the board unilaterally changed its bylaws to allow Moynihan to hold both the CEO and chairman roles, after investors had voted in 2009 to separate them.
Bowing to the pressure, Bank of America held a vote on the issue in September, but shareholders upheld the board's decision.
Reporting by Dan Freed in New York and Richa Naidu and Nikhil Subba in Bengaluru; Editing by Anil D'Silva