Press Release: SEC REJECTS BANK OF AMERICA AND WELLS FARGO CHALLENGES TO MEDIAN GENDER PAY GAP SHAREHOLDER PROPOSAL

SEC rejects Bank fo America and Wells Fargo challenges to median gender pay gap shareholder proposal.

February 26, 2019 - Despite recent legal maneuvering by Bank of America and Wells Fargo to block efforts by investor advocates on gender pay equity, their shareholders will still be able to vote at annual meetings this spring on a resolution filed by Arjuna Capital, urging public disclosure of the “global median gender pay gap.” Last week, the Securities and Exchange Commission (SEC) rejected attempts by Bank of American and Wells Fargo respectively to keep the resolution off their voting ballots.

Bank of American and Wells Fargo tried unsuccessfully to argue that disclosing the median pay gap between men and women amounted to micromanagement by investors, and therefore could fall under the SEC’s guidelines for exclusion. It was not a convincing challenge for SEC. Meanwhile, Mastercard is still trying to block the Arjuna proposal on median gender pay gap on the same grounds, and SEC is processing its challenge.

On January 16, Arjuna Capital announced early success with gender pay shareholder engagements on the “median gender pay gap” when Citigroup agreed to become the first US company to disclose the difference between what women make and what men make on a company-wide scale. (http://arjuna- capital.com/news/press-release-arjuna-capital-commends-citi-for-being-first-u-s-company-to-disclose- global-median-gender-pay-gap-data/).

On February 12, Arjuna Capital announced the full scope of its median gender pay gap campaign, targeting 12 US banks, technology, and retail companies, including: Adobe, Amazon, Intel, Facebook, Google, Bank of New York Mellon, Bank of America, Wells Fargo, American Express, JPMorgan and Mastercard. (https://www.businesswire.com/news/home/20190213005666/en/12-U.S.-Banks-Tech- Giants-Targeted-%E2%80%9CMedian).

Arjuna Capital managing partner Natasha Lamb said: “The SEC continues to uphold investors’ right to weigh in on gender pay equity, asserting the significance of the issue for US companies. We are both encouraged by the SEC’s consistent position on gender pay equity, and discouraged that companies like Bank of America and Wells Fargo continue to take such a defensive posture. Releasing median gender pay gap data creates a baseline from which to make improvements, and the research bears that out [Harvard study]. We hope companies take a more proactive approach toward gender pay equity going forward. But it won’t happen without bold leadership.”

In addition, the SEC rejected the companies’ attempt to block the proposal on a technicality. Both Bank of American and Wells Fargo unsuccessfully argued that Arjuna’s shareholder proposal was in fact two, not one proposal, asserting that risks related to recruiting and retaining talent is not related to gender pay equity and providing opportunities for career advancement into higher paying jobs. But this was a tenuous argument for the financial services industry, where women are 20% more likely to leave their career than any other industry.

In advance of the 2018 proxy season, Arjuna was successful in pressuring nine banks and financial services companies to agree to disclose qualified gender pay gap, in terms of “equal pay for equal work.” These gaps have largely been reduced, whereas median pay gaps remain much larger at US companies.

RESOURCES:

The SEC actions in the Bank of America and Wells Fargo challenges are available online at: (https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2019/cassillykonhaus022119-14a8.pdf and https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2019/bamburgtrust022119-14a8.pdf).

The Arjuna Capital shareholder proposals at Bank of America and Wells Fargo are available online at: https://arjuna-capital.com/wp-content/uploads/2019/02/Gender-Pay-Equity-Proposal_Bank-of- America_2019_Amended.pdf and https://arjuna-capital.com/wp-content/uploads/2019/02/Gender-Pay- Equity-Proposal_Wells-Fargo_2019_Amended.pdf.

Video tutorials from Natasha Lamb, managing partner, Arjuna Capital on pay gaps for “global median gender pay” vs. “equal pay for equal work” and the shareholder proposal announcement today are available at: https://www.youtube.com/watch?v=2DVM9TYh8wA&feature=youtu.be and https://www.youtube.com/watch?v=BFM0p39AkiE&list=PLoXCbBlqFkVQK- Lr5dCe1B0pdCe_PtN9k&index=2.

CONTACT: Patrick Mitchell, (703) 276-3266 or pmitchell@hastingsgroup.com.