Form 8-K - Current report

The Bank of New York Mellon Corporation

(Registrant)

Date: November 17, 2023

/s/ James J. Killerlane III

James J. Killerlane III

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): November 17, 2023

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-35651

13-2614959

(State or other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)


240 Greenwich Street New York, New York		10286
(Address of Principal Executive Offices)		(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)

☐	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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	BK	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)	BK/P	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 of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01.

OTHER EVENTS.

On November 17, 2023, The Bank of New York Mellon Corporation issued a press release announcing that it will redeem 5,000 shares of its Series D Noncumulative Perpetual Preferred Stock (the “Series D Preferred Stock”) and all of the corresponding depositary shares (the “Depositary Shares”), each representing a 1/100th interest in a share of the Series D Preferred Stock, on December 20, 2023 (the “Redemption Date”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS


Exhibit Number		Description

99.1		Press release dated November 17, 2023.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.

Exhibit 99.1

BNY Mellon Announces Redemption of 500,000 Depositary Shares, Each Representing a 1/100th Interest

in a Share of its Series D Noncumulative Perpetual Preferred Stock

NEW YORK, Nov. 17, 2023 /PRNewswire/ – The Bank of New York Mellon Corporation (“BNY Mellon”) (NYSE: BK) today announced that it will redeem all outstanding shares of its Series D Noncumulative Perpetual Preferred Stock (the “Series D Preferred Stock”) and all of the corresponding depositary shares (“Depositary Shares”), each representing a 1/100th interest in a share of the Series D Preferred Stock. There are currently 5,000 shares of Series D Preferred Stock and 500,000 Depositary Shares outstanding.

The redemption date for the Series D Preferred Stock and the Depositary Shares will be the dividend payment date on December 20, 2023 (the “Redemption Date”) and payment of the Redemption Payment (as defined below) will be made on the Redemption Date. The redemption price for the Depositary Shares will equal $1,000 per Depositary Share (equivalent to $100,000 per share of Series D Preferred Stock) (the “Redemption Payment”). The Redemption Payment does not include the dividend payment that will be payable on the Redemption Date to holders of record on the record date for such dividend payment. On and after the Redemption Date, the Series D Preferred Stock and the Depositary Shares will no longer be deemed outstanding and dividends in respect of the Series D Preferred Stock represented by the Depositary Shares will no longer accrue.

Simultaneously with the redemption of the Series D Preferred Stock, the outstanding Depositary Shares will be redeemed in accordance with the applicable procedures of The Depository Trust Company (“DTC”), for an amount per Depositary Share equal to the Redemption Payment. All Depositary Shares are held in book-entry form through DTC and will be redeemed in accordance with the procedures of DTC.

Computershare Inc. and Computershare Trust Company, N.A., jointly, are the depositary (the “Depositary”), and Computershare Trust Company, N.A., is the transfer agent and registrar for the Series D Preferred Stock and the Depositary Shares. The Depositary’s address and telephone number are as follows:

First Class/Registered/Certified

Computershare Trust Company, N.A.

Attn: Corporate Actions, BNYM Redemption Series D

150 Royal Street, Suite 101

Canton, MA 02021

1-800-546-5141 or 1-781-575-2765

Investors in the Depositary Shares should contact the bank or broker through which they hold a beneficial interest in the Depositary Shares for information about obtaining the Redemption Payment for the Depositary Shares in which they have a beneficial interest.

About BNY Mellon

Established in 1784, BNY Mellon is America’s oldest bank and the first company listed on the New York Stock Exchange (NYSE: BK). Today, BNY Mellon powers capital markets around the world through comprehensive solutions that help clients manage and service their financial assets throughout the investment life cycle. BNY Mellon had $45.7 trillion in assets under custody and/or administration and $1.8 trillion in assets under management as of September 30, 2023. BNY Mellon has been named among Fortune’s World’s Most Admired Companies and Fast Company’s Best Workplaces for Innovators. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. Additional information is available on www.bnymellon.com. Follow us on LinkedIn or visit our Newsroom for the latest company news.

Contacts:

Media

Garrett Marquis

+1 949 683 1503

garrett.marquis@bnymellon.com

Analysts

Marius Merz

+1 212 298 1480

marius.merz@bnymellon.com

Document and Entity Information	Nov. 17, 2023
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001390777
Document Type	8-K
Document Period End Date	Nov. 17, 2023
Entity Registrant Name	THE BANK OF NEW YORK MELLON CORPORATION
Entity Incorporation State Country Code	DE
Entity File Number	001-35651
Entity Tax Identification Number	13-2614959
Entity Address, Address Line One	240 Greenwich Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10286
City Area Code	(212)
Local Phone Number	495-1784
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	BK
Security Exchange Name	NYSE
Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York
Trading Symbol	BK/P
Security Exchange Name	NYSE