Lewis Loses Chairman Role at Bank of America

Bank of America replaced Kenneth D. Lewis as its chairman yesterday after a stormy annual meeting at which shareholders blamed him for the company's descent from massive profitability to dependence on federal aid.

The company's board of directors acted after shareholders voted to separate the roles of chief executive and chairman, which were both held by Lewis. The company said the board unanimously asked Lewis to remain as chief executive. But such rebukes from shareholders often prefigure the departure of an embattled executive, raising questions about how much longer Lewis will continue to lead the Charlotte company.

The odds against shareholder resolutions are steep because banks generally enjoy the support of the other financial companies that hold the bulk of their shares. But the resolution to separate the jobs of chairman and chief executive passed with 50.3 percent of the votes.

The board elected Walter E. Massey as Bank of America's new chairman. Massey, the president emeritus of Morehouse College, has served on the board since 1998 but has no professional experience in the financial services industry.

The annual meeting had loomed for months as a chance for shareholders to confront Lewis, who has led Bank of America since 2001. The company's stock has lost three-quarters of its value since its last annual meeting, and the government has provided more than $45 billion in aid to keep the firm afloat. Anger among investors has centered particularly on the company's acquisition of Merrill Lynch.

More than 2,000 people crowded a performing arts center attached to Bank of America's headquarters complex yesterday, a turnout roughly three times as large as last year. A truck emblazoned with "Fire CEO Ken Lewis" circled the complex, courtesy of the Service Employees International Union, which sponsored the resolution to separate the two senior roles.

The speakers were a fairly even mix of supporters and critics. Among the critics, disappointment was the dominant emotion. People who invested savings in the company's shares and planned to retire on its dividend payments came to tell Lewis that he had let them down.

"There are a lot of people who would want the board ousted. I am here today to make that same decision, I'm afraid," a woman from Stafford, Va., told Lewis, saying she had relied on the company's dividend payments to cover her mother's medical bills.

John Moore, a Charlotte resident who said he owns 18,000 shares of the company's stock, began his remarks by reading to Lewis from the 82nd Psalm, "And justice shall shake the foundations of the Earth."

Other shareholders were supportive of Lewis. Gordon Dowling, 92, said that he remembered "the last depression," and that the company was best served by its current leaders. "If we don't have Ken, who do we have? And we'll take Ken," Dowling said.

Before the results were announced, Lewis offered a subdued defense.

"We are doing everything within our power every day to fight through today's adversity and drive toward tomorrow's promise," he said.

He also defended the decision to complete the deal for Merrill Lynch, even after Bank of America learned the company's losses were rising more quickly than expected.

Lewis told New York Attorney General Andrew M. Cuomo that administration officials had threatened his job if he did not close the deal. Yesterday, however, Lewis insisted that the threat was not the reason he plowed ahead.

"My decision and the board's to go ahead with the merger was not about a selfish desire to keep our jobs," Lewis said. "We took very seriously the likelihood of a systemic meltdown."