Current Report Filing (8-k)
April 10 2019 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2019
THE BANK OF NEW YORK
MELLON CORPORATION
(Exact Name of Registrant as specified in its Charter)
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Delaware
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001-35651
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13-2614959
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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240 Greenwich Street
New York, New York
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10286
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (212)
495-1784
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule
12b-2
under the Exchange Act (17 CFR
240.12b-2).
Emerging
growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e) On April 9, 2019, The Bank of New York Mellon Corporation (BNY Mellon or
the Company) held its Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, BNY Mellons stockholders approved The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (the
Plan). The Plan is filed as Exhibit 10.1 hereto (incorporated by reference to Annex C to BNY Mellons definitive proxy statement, dated March 8, 2019 (the Proxy Statement) filed with the Securities and Exchange
Commission). For a description of the terms and conditions of the Plan, see Item 5 Approval of 2019 Long-Term Incentive Plan in the Proxy Statement, which description is incorporated herein by reference.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
At the Annual Meeting, upon the recommendation of BNY Mellons Board of Directors, stockholders holding a majority of the shares of stock outstanding
voted to approve an amendment to Article Tenth of BNY Mellons Restated Certificate of Incorporation to allow action by written consent of stockholders representing at least the minimum number of votes that would be necessary to take the action
at a meeting at which all shares entitled to vote thereon were present and voted. This description is a summary of the amendment and is qualified in its entirety by reference to the amendment to Article Tenth, as described in Item 4
Amendment to Restated Certificate of Incorporation to enhance Stockholder written consent rights of the Proxy Statement and fully set forth in Annex B thereto. BNY Mellon subsequently filed a Certificate of Amendment to the Restated
Certificate of Incorporation (the Certificate of Amendment) incorporating such amendment with the Secretary of State of the State of Delaware on April 9, 2019. The Certificate of Amendment became effective upon filing. A copy of the
Certificate of Amendment as filed with the Secretary of State of the State of Delaware on April 9, 2019 is attached as Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated herein by
reference.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting, each nominee for director was elected by a majority of votes cast (proposal 1). In addition, stockholders approved, on an advisory
basis, the 2018 compensation of BNY Mellons named executive officers (proposal 2); ratified the appointment of KPMG LLP as BNY Mellons independent auditor for 2019 (proposal 3); approved (by a majority of the shares of stock outstanding)
an amendment to the Companys Restated Certificate of Incorporation to enhance stockholder written consent rights (proposal 4); and approved The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (proposal 5). The stockholders
did not approve the stockholder proposal regarding a pay equity report (proposal 6). Each of these matters is described in detail in the Proxy Statement. Abstentions and broker
non-votes
were counted for
purposes of determining whether a quorum was present, but were not treated as votes cast, did not have the effect of a vote for or against a directors election, for or against a ratification, or for or against a proposal, and were not counted
in determining the number of votes required for approval or election.
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The results are as follows:
1.
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The election of 12 directors for a term expiring at the end of our 2020 Annual Meeting of Stockholders:
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Name of Director
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For
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Against
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Abstained
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Broker Non-Vote
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Steven D. Black
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790,001,365
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4,712,895
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1,537,535
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70,714,358
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Linda Z. Cook
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789,943,112
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4,936,494
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1,372,189
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70,714,358
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Joseph J. Echevarria
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787,685,934
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7,026,262
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1,539,599
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70,714,358
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Edward P. Garden
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785,978,284
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8,889,805
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1,383,706
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70,714,358
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Jeffrey A. Goldstein
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788,700,855
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6,092,225
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1,458,715
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70,714,358
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John M. Hinshaw
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792,103,196
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2,668,967
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1,479,632
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70,714,358
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Edmund F. Kelly
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785,520,115
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9,246,138
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1,485,542
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70,714,358
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Jennifer B. Morgan
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789,776,186
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5,141,997
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1,333,612
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70,714,358
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Elizabeth E. Robinson
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789,978,863
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4,952,924
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1,320,008
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70,714,358
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Charles W. Scharf
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772,822,259
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21,811,932
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1,617,604
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70,714,358
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Samuel C. Scott III
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784,408,263
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10,330,152
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1,513,380
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70,714,358
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Alfred W. Zollar
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791,560,593
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3,182,949
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1,508,253
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70,714,358
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2.
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Advisory resolution to approve the 2018 compensation of BNY Mellons named executive officers:
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For
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Against
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Abstained
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Broker Non-Vote
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769,247,679
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24,025,179
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2,978,937
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70,714,358
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96.97%
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3.02%
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*
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*
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3.
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Ratification of the appointment of KPMG LLP as BNY Mellons independent auditor for 2019:
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For
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Against
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Abstained
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Broker Non-Vote
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853,916,240
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11,944,963
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1,104,950
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98.62%
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1.37%
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*
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*
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4.
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Approval of Amendment to Restated Certificate of Incorporation to enhance stockholder written consent rights:
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For
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Against
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Abstained
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Broker Non-Vote
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775,798,296
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18,493,117
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1,960,382
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70,714,358
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97.67%
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2.32%
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*
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*
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3
5.
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Approval of The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan:
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For
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Against
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Abstained
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Broker Non-Vote
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756,565,157
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36,827,915
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2,858,723
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70,714,358
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95.35%
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4.64%
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*
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*
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6.
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Stockholder proposal regarding a pay equity report:
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For
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Against
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Abstained
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Broker Non-Vote
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186,374,114
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574,799,404
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35,078,277
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70,714,358
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24.48%
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75.51%
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*
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*
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*
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Abstentions and broker
non-votes
were not counted as votes cast.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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The Bank of New York Mellon Corporation
(Registrant)
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Date: April 9, 2019
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By:
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/s/ Kathleen B. McCabe
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Name:
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Kathleen B. McCabe
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Title:
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Assistant Secretary
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5
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