The week prior to Bank of America Corporation's special meeting to vote on a management proposal that will allow for a combined Chairman and CEO provides an interesting opportunity to examine recent voting trends related to this topic and this corporate governance issue in general.

The proposal in question seeks to ratify a bylaw amendment adopted by the company's Board of Directors in October 2014 that permits the Board to determine its leadership structure, including appointing an independent Chairman or allowing the same individual to hold both the Chairman and CEO roles. The bylaw amendment removed a provision that was adopted in 2009 requiring that the Chairman be independent from the corporation. This provision had to be removed in order to grant CEO Brian T. Moynihan the additional role of Chairman in 2014. It was originally adopted in response to the passing of a binding shareholder proposal at the company's 2009 annual meeting. The fact that the board unilaterally reversed a provision adopted directly by shareholders has made this a more contentious vote than a typical corporate governance issue would be. What's more, the timing of the vote, which will take place outside the busy proxy season allowing for more attention and analysis, has made this the highest profile vote on the issue since the 2013 vote at JPMorgan Chase & Co.

We offer no prediction for the outcome of the vote especially considering the extenuating circumstances surrounding this specific situation. However, voting data indicates limited support of a blanket policy requiring an independent Chairman among investors. Because this issue is rarely submitted to a vote by the company itself, we look to shareholder proposals for guidance. Proposals requiring an independent Chair are a perennial top proposal from corporate governance activists. The number of these proposals voted on has doubled since FactSet began tracking shareholder proposals in 2005, and this issue was the second-most submitted governance proposal in 2015 (proxy access was first). However, support for these proposals hasn't materially increased since 2005. While many investors view an independent Chairman as a corporate governance best practice, the issue hasn't reached a consensus among investors the way governance matters such as anti-poison pills, destaggering board terms, and majority voting for director elections have. Support for shareholder proposals seeking to separate the Chair and CEO roles or to identify an independent Chairman has hovered at about 30% based on votes cast. On average, only about 6% of proposals actually pass.

In the end this vote may have more to do with the company specifically and the actions of its Board, so it's not surprising that the company is aggressively lobbying shareholders for support as The Wall Street Journal has reported. Both Institutional Shareholder Services and Glass, Lewis & Co. have recommended their clients vote against the proposal.

Leaving aside the Board's action and the validity of an independent Chair as a corporate governance principal in general, Bank of America is not unusual in its desire to combine these roles. While many companies have split these roles in recent years, 50.4% of the CEOs among S&P 500 companies still have the additional Chairman title. Among the largest 100 companies in the index (which includes Bank of America), the percentage increases to 63%. Combing the roles also occurs more frequently among large banks. Seventy-three percent of commercial and investment banks/brokers in the S&P 500 have the same individual in both roles.