Bank of America faulted on Countrywide at meeting

By Jonathan Stempel

NEW YORK (Reuters) - Bank of America Corp (BAC.N: Quote, Profile, Research) shareholders on Wednesday rejected proposals to have input into executive pay and name an independent director as chairman, but expressed worry about the second-largest U.S. bank's planned purchase of Countrywide Financial Corp CFC.N.

At Bank of America's annual meeting in Charlotte, North Carolina, 44 percent of votes cast, short of a majority, favored a "say-on-pay" proposal to give shareholders an advisory vote on compensation for top executives.

Chief Executive Kenneth Lewis' compensation totaled $20.4 million in 2007, an 11 percent decline from the previous year. Overall profit fell 29 percent to $14.98 billion.

Thirty-seven percent of votes cast favored naming an independent chairman, the bank said.

Six other shareholder proposals also failed. All board candidates were elected. The meeting was monitored by webcast.

Despite the votes, Bank of America faced persistent demands from shareholders at its roughly 2-1/4-hour meeting to change or halt business practices at Countrywide that many critics have said fueled the nation's housing crisis.

Bank of America agreed in January to buy the largest U.S. mortgage lender in an all-stock transaction, valued Tuesday at about $3.9 billion. It expects to complete the purchase in early July.

Lewis said "the price is right" for Countrywide and that there was "great long-term value embedded" in that business.