Notice of Exempt Solicitation. Definitive Material. (px14a6g)
13 April 2023 - 4:40AM
Edgar (US Regulatory)
NOTICE OF EXEMPT SOLICITATION
Name of the registrant:
Bank of America Corp.
Name of person relying on exemption:
New York State Comptroller Thomas P. DiNapoli, Trustee of the New York
State Common Retirement Fund
Address of person relying on exemption:
Office of the New York State Comptroller
Division of Legal Services
110 State Street, 14th Floor
Albany, NY 12236
Written material:
Text of April 12, 2023 Email sent by Eri Yamaguchi, Senior Corporate
Governance Officer—Head of Environment for the New York State Common Retirement Fund
VOTE FOR
SHAREHOLDER PROPOSALS ON
2030 ABSOLUTE GREENHOUSE GAS REDUCTION GOALS
FILED AT
BANK OF AMERICA, GOLDMAN SACHS, JP MORGAN CHASE
The New York State Common Retirement Fund urges shareholders to VOTE
FOR proposals filed at Bank of America Corp., Goldman Sachs and JP Morgan Chase & Co., calling for those banks to report
2030 absolute greenhouse gas (GHG) emissions reduction targets for their energy sector lending and underwriting that are consistent with
achieving the International Energy Agency’s (IEA) net-zero greenhouse gas emissions scenario by 2050.
Though all of these financial institutions have made net-zero commitments,
have joined the Net-Zero Banking Alliance (NZBA), and have set targets to reduce their GHG emissions intensity for the energy sector by
2030, they have failed to adopt science-based 2030 targets to reduce GHG emissions for their energy sector lending and underwriting on
an absolute basis.
The proponent acknowledges that intensity metrics are valuable for
normalization as they adjust for different company sizes, production efficiency, and enterprise value. However, their intensity reduction
targets for total financed GHG emissions can be met without resulting in a real-world decrease in emissions, which means that intensity
metrics alone provide an incomplete picture of these institutions’ progress towards meeting their net zero commitments. For example,
in its 2022 TCFD report, Bank of America disclosed a decrease in intensity metrics for its energy companies’ Scope 3 emissions but
reported an increase in absolute emissions for ‘Energy – Other’, a category that includes Scopes 1 and 2 for midstream
and downstream oil and gas companies.
In addition, these financial institutions’ current intensity
targets do not align with credible net zero pathways, thus their intensity targets alone are insufficient for these institutions to achieve
their own net zero commitments and to mitigate material climate risks to their financing businesses. The Intergovernmental Panel on Climate
Change states that in less than seven years, by 2030, absolute global emissions must be cut in half to achieve the goals set out in the
Paris Agreement. These financial institutions fail to illustrate to investors how these intensity targets translate to near-term absolute
reduction pathways.
Also, by not adopting absolute targets, these financial institutions
lag peers and fail to meet investors’ climate action expectations. Citigroup and Wells Fargo have already disclosed and adopted
2030 absolute targets for their energy lending portfolios. In particular, Citigroup leads other major banks by committing to a 29% absolute
reduction target for the energy sector by 2030, stating “absolute reduction is required to meet net zero goals and is the most transparent
target selection.”
In a paper published by the Asset Manager & Asset Owner Task Force,
a sub-group of the Sustainable Markets Initiative, the world’s largest asset managers and asset owners called on banks to set emission
reduction targets in absolute terms for high-emitting sectors.1
These targets should cover all material on- and off-balance sheet activities, including both lending and capital markets underwriting.
Without a near-term absolute emissions reduction target, investors cannot comfortably ascertain whether these institutions’ continuous
financing of carbon-intensive sectors is consistent with a net zero transition pathway.
1 https://a.storyblok.com/f/109506/x/6ead79ec98/smi-investor-expectations-for-banking-transition-to-net-zero-paper.pdf
Financial institutions face significant risks as the global economy
decarbonizes. Failure to achieve net-zero greenhouse gas emissions by 2050 at the latest and limit global warming to 1.5-degrees Celsius
poses enormous risks to the global economy, with estimates of global losses from unabated climate change of 10% of total economic value
by mid-century.2
The proponent asks these financial institutions to take proactive steps
to increase their transparency and accountability by adopting absolute targets and filling gaps in their existing climate strategies.
We thus urge you to SUPPORT THESE SHAREHOLDER PROPOSALS CALLING FOR 2030 ABSOLUTE GHG EMISSIONS TARGETS FOR ENERGY SECTOR LENDING AND
UNDERWRITING.
For questions, please contact Eri Yamaguchi, Senior Corporate Governance
Officer – Head of Environment, New York State Common Retirement Fund, eyamaguchi@osc.ny.gov.
This is not a solicitation
of authority to vote your proxy.
Please DO NOT send
us your proxy card as it will not be accepted.
2 https://www.swissre.com/institute/research/topics-and-risk-dialogues/climate-and-natural-catastrophe-risk/expertise-publication-economics-of-climate-change.html
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