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 --12-31 0001390777 2023-12-21 2023-12-21 0001390777 us-gaap:CommonStockMember 2023-12-21 2023-12-21 0001390777 us-gaap:PreferredStockMember 2023-12-21 2023-12-21

 

 

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): December 21, 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 5.03.

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On December 21, 2023, The Bank of New York Mellon Corporation (the “Registrant”) filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which, effective upon filing, eliminated from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its Series D Noncumulative Perpetual Preferred Stock (the “Series D Preferred Stock”). All outstanding shares of the Series D Preferred Stock were redeemed on December 20, 2023. A copy of the Certificate of Elimination relating to the Series D Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS

 

Exhibit

Number

  

Description

3.1    Certificate of Elimination of the Registrant with respect to the Series D Preferred Stock, dated December 21, 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.

 

   

The Bank of New York Mellon Corporation

(Registrant)

Date: December 21, 2023     By:  

/s/ James J. Killerlane III

    Name:   James J. Killerlane III
    Title:   Secretary

Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF

SERIES D NONCUMULATIVE PERPETUAL PREFERRED STOCK

$0.01 PAR VALUE

OF

THE BANK OF NEW YORK MELLON CORPORATION

THE BANK OF NEW YORK MELLON CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) thereof, does hereby certify that the following resolutions included in the resolutions adopted by the Board of Directors of the Corporation (the “Board”) on October 10, 2023, with respect to its Series D Noncumulative Perpetual Preferred Stock (the “Series D Preferred Stock”) and the Certificate of Designations with respect to the Series D Preferred Stock as filed with the Secretary of State of the State of Delaware on May 16, 2013, were duly adopted upon the completion of the redemption of all outstanding shares of the Series D Preferred Stock:

RESOLVED, that pursuant to Section 151 of the General Corporation Law of the State of Delaware and in accordance with the resolutions of the Board, adopted at a meeting duly called and held on December 11, 2012, the provisions of the Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Corporation and applicable law, a Pricing Committee of the Board, by a written consent dated as of May 10, 2013, authorized the creation and issuance of 5,000 shares of Series D Noncumulative Perpetual Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), of the Corporation, and established the designation, voting rights, preferences, redemption rights, qualifications, privileges, limitations, restrictions and special or relative rights thereof, and authorized the filing of the Certificate of Designations with respect to the Series D Preferred Stock (the “Series D Certificate of Designations”) with the Secretary of State of the State of Delaware; and it is further

RESOLVED, as of the date hereof, no shares of the Series D Preferred Stock are outstanding and no shares of the Series D Preferred Stock will be issued subject to the Series D Certificate of Designations; and it is further

RESOLVED, that when a certificate setting forth this resolution becomes effective, it shall have the effect of eliminating from the Restated Certificate of Incorporation all matters set forth in the Series D Certificate of Designations with respect to the Series D Preferred Stock; and it is further

RESOLVED, that any officer of the Corporation with the title of Chief Executive Officer, Chief Financial Officer, Vice Chair, General Counsel, Secretary, Controller, Treasurer or Assistant Secretary is hereby authorized, in the name and on behalf of the Corporation, to prepare, execute and file with the Secretary of State of the State of Delaware a Certificate of Elimination relating to Series D Preferred Stock.

[Reminder of Page Intentionally Left Blank]


IN WITNESS WHEREOF, the undersigned Corporation has caused this Certificate to be signed by a duly authorized officer this 21st day of December, 2023.

 

THE BANK OF NEW YORK MELLON CORPORATION
By:   /s/ Sarah L. F. McAvoy
 

Name: Sarah McAvoy

Title: Managing Director and Treasurer

 

[Signature Page to Certificate of Elimination]

v3.23.4
Document and Entity Information
Dec. 21, 2023
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001390777
Current Fiscal Year End Date --12-31
Document Type 8-K
Document Period End Date Dec. 21, 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

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