Current Report Filing (8-k)
April 12 2022 - 4:16PM
Edgar (US Regulatory)
Bank of New York Mellon Corp 6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York false 0001390777 0001390777 2022-04-12 2022-04-12 0001390777 us-gaap:CommonStockMember 2022-04-12 2022-04-12 0001390777 us-gaap:PreferredStockMember 2022-04-12 2022-04-12
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 12, 2022
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 |
(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 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s 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:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
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)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.01 par value |
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BK |
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New York Stock Exchange |
6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York Mellon Corporation) |
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BK/P |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of 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 5.07. |
Submission of Matters to a Vote of Security Holders. |
On April 12, 2022, 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, each nominee for director was elected by a majority of votes cast (proposal 1). In addition, stockholders approved, on an advisory basis, the 2021 compensation of BNY Mellon’s named executive officers (proposal 2); and ratified the appointment of KPMG LLP as BNY Mellon’s independent registered public accountants for the year ending December 31, 2022 (proposal 3). The stockholders did not approve the stockholder proposal regarding stockholder requests to call a special meeting (proposal 4). Each of these matters is described in detail in BNY Mellon’s definitive proxy statement, dated March 1, 2022, filed with the Securities and Exchange Commission. 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 director’s election, for or against a ratification, or for or against the stockholder proposal, and were not counted in determining the number of votes required for approval or election.
The results were as follows:
1. The election of 11 directors for a term expiring at the end of our 2023 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 |
Linda Z. Cook |
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665,295,202 |
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12,693,635 |
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1,202,944 |
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50,174,767 |
Joseph J. Echevarria |
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654,866,020 |
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21,773,868 |
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2,551,893 |
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50,174,767 |
Thomas P. Gibbons |
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671,267,051 |
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6,629,876 |
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1,294,854 |
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50,174,767 |
M. Amy Gilliland |
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672,446,068 |
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5,462,474 |
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1,283,239 |
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50,174,767 |
Jeffrey A. Goldstein |
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672,167,240 |
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5,687,442 |
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1,337,099 |
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50,174,767 |
K. Guru Gowrappan |
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671,880,061 |
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5,853,911 |
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1,457,269 |
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50,174,767 |
Ralph Izzo |
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666,715,402 |
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11,104,214 |
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1,372,165 |
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50,174,767 |
Sandra E. O’Connor |
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672,821,761 |
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5,089,391 |
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1,280,629 |
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50,174,767 |
Elizabeth E. Robinson |
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672,338,371 |
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5,695,353 |
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1,158,057 |
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50,174,767 |
Frederick O. Terrell |
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670,933,605 |
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6,892,865 |
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1,365,311 |
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50,174,767 |
Alfred W. Zollar |
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667,941,738 |
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9,909,353 |
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1,340,690 |
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50,174,767 |
2. Advisory resolution to approve the 2021 compensation of BNY Mellon’s 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 |
649,751,236 |
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26,597,571 |
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2,842,974 |
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50,174,767 |
96.07% |
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3.93% |
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* |
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* |
3. Ratification of the appointment of KPMG LLP as BNY Mellon’s independent registered public accountants for the year ending December 31, 2022:
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For |
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Against |
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Abstained |
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Broker Non-Vote |
717,544,886 |
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10,749,448 |
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1,072,214 |
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— |
98.52% |
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1.48% |
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* |
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* |
4. Stockholder proposal regarding stockholder requests to call a special meeting:
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For |
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Against |
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Abstained |
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Broker Non-Vote |
257,094,958 |
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417,378,420 |
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4,718,403 |
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50,174,767 |
38.12% |
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61.88% |
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* |
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* |
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Abstentions and broker non-votes were not counted as votes cast. |
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 12, 2022 |
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By: |
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/s/ James J. Killerlane III |
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Name: |
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James J. Killerlane III |
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Title: |
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Secretary |
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