Bank of America 2014 Annual Report Download - page 224

222 Bank of America 2014
Series L 7.25% Non-Cumulative Perpetual Convertible Preferred
Stock (Series L Preferred Stock) listed in the Preferred Stock
Summary table does not have early redemption/call rights. Each
share of the Series L Preferred Stock may be converted at any
time, at the option of the holder, into 20 shares of the Corporation’s
common stock plus cash in lieu of fractional shares. The
Corporation may cause some or all of the Series L Preferred Stock,
at its option, at any time or from time to time, to be converted into
shares of common stock at the then-applicable conversion rate if,
for 20 trading days during any period of 30 consecutive trading
days, the closing price of common stock exceeds 130 percent of
the then-applicable conversion price of the Series L Preferred
Stock. If a conversion of Series L Preferred Stock occurs
subsequent to a dividend record date but prior to the dividend
payment date, the Corporation will still pay any accrued dividends
payable.
All series of preferred stock in the Preferred Stock Summary
table have a par value of $0.01 per share, are not subject to the
operation of a sinking fund, have no participation rights, and with
the exception of the Series L Preferred Stock, are not convertible.
The holders of the Series B Preferred Stock and Series 1 through
5 Preferred Stock have general voting rights, and the holders of
the other series included in the table have no general voting rights.
All outstanding series of preferred stock of the Corporation have
preference over the Corporation’s common stock with respect to
the payment of dividends and distribution of the Corporation’s
assets in the event of a liquidation or dissolution. With the
exception of the Series T Preferred Stock, if any dividend payable
on these series is in arrears for three or more semi-annual or six
or more quarterly dividend periods, as applicable (whether
consecutive or not), the holders of these series and any other
class or series of preferred stock ranking equally as to payment
of dividends and upon which equivalent voting rights have been
conferred and are exercisable (voting as a single class) will be
entitled to vote for the election of two additional directors. These
voting rights terminate when the Corporation has paid in full
dividends on these series for at least two semi-annual or four
quarterly dividend periods, as applicable, following the dividend
arrearage.