UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 27, 2019, The Bank of New York Mellon Corporation (the “Company”) announced that the Board of Directors appointed Thomas P. (Todd) Gibbons as interim Chief Executive Officer and as a member of the Board of Directors of the Company (the “Board”), effective immediately. Mr. Gibbons was also appointed interim Chief Executive Officer of the Company’s wholly-owned principal subsidiary, The Bank of New York Mellon (the “Bank”), effective immediately.
Mr. Gibbons succeeds Charles W. Scharf, who resigned as Chief Executive Officer of the Company, Chairman of the Board and as a director of the Company, and as Chief Executive Officer of the Bank and BNY Mellon, National Association, effective as of September 26, 2019.
Biographical Background
Mr. Gibbons, age 62, has served as Vice Chairman and Chief Executive Officer of Clearing, Markets and Client Management of the Company since January 2018. He served as Vice Chairman and Chief Financial Officer of the Company from July 2008 to January 2018. Mr. Gibbons has no family relationship with any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Compensation Arrangements with Mr. Gibbons
The Human Resources and Compensation Committee of the Board has not yet determined Mr. Gibbons’ compensation for serving as interim Chief Executive Officer.
Election of Non-Executive Chairman of the Board
The Board appointed independent director Joseph J. Echevarria as Non-Executive Chairman of the Board effective September 26, 2019. Mr. Echevarria has served as a director of the Company since 2015 and as Lead Director since 2016.
Separation Arrangements with Mr. Scharf
Under the terms of applicable equity award agreements, Mr. Scharf has forfeited all equity and other incentive awards that were unvested as of September 26, 2019. The Company has waived the requirement in Mr. Scharf’s equity award agreements that requires Mr. Scharf to provide 90 days’ advance written notice of his resignation, subject to agreement on additional provisions.
Item 7.01. | Regulation FD Disclosure. |
On September 27, 2019, the Company issued a press release announcing the executive leadership changes set forth in Item 5.02 above. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit |
Exhibit Description | |||
99.1 |
Press Release of The Bank of New York Mellon Corporation, dated September 27, 2019. | |||
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) | ||
By: |
/s/ James J. Killerlane III | |
Name: |
James J. Killerlane III | |
Title: |
Corporate Secretary |
Date: September 27, 2019
Exhibit 99.1
News Release |
Contacts: | Media | Analysts | ||||
Manny Goncalves | Magda Palczynska | |||||
+1 212 635 1568 | +1 212 635 8529 | |||||
manuel.goncalves@bnymellon.com | magda.palczynska@bnymellon.com |
Thomas P. (Todd) Gibbons Appointed Interim CEO of BNY Mellon and member of the Board of Directors
Joseph Echevarria appointed Non-Executive Chairman of the Board
NEW YORK, September 27, 2019 The Bank of New York Mellon Corporation (BNY Mellon) (NYSE: BK) announced today that Thomas P. (Todd) Gibbons, a 30-year veteran of the company, has been appointed by the Board of Directors as interim Chief Executive Officer and a member of the Board, effective immediately. He succeeds Charles W. Scharf, who informed the Board of his decision to step down from his CEO and Board roles. Joseph Echevarria, a member of BNY Mellons Board of Directors since February 2015 and Lead Independent Director, has been appointed Non-Executive Chairman of the Board.
Mr. Echevarria said, On behalf of the Board of Directors, we thank Charlie for his contributions to BNY Mellon. We look forward to the continuity provided by Todds appointment. Todd is an accomplished and respected leader who is well known to all of our stakeholders. He has been a driving force behind the development and execution of our strategic vision and transformation, and that will continue.
Mr. Gibbons served for nine years as BNY Mellons Chief Financial Officer and most recently as Vice Chairman and CEO of Clearing, Markets and Client Management, where he oversaw the Pershing clearing business; the trading, financing, collateral and liquidity management solutions delivered through the Markets business; treasury services and commercial payment activities; the U.S. government securities clearance and U.S. tri-party repo businesses delivered through BNY Mellon Government Securities Services Corp; credit services; global client management; and regional area management. Under his leadership, these businesses have experienced growth and strong performance.
Mr. Gibbons said, I firmly believe that our long-term strategy will continue to position the company as a leader. While we have made significant progress in the last few years, we must continue to drive improved performance and innovation across the company. I am committed to working with our team to execute on our plans for the benefit of all of our stakeholders. As always, we will put our clients first, remain a strong and trusted partner, enhance our diverse and inclusive culture, and define BNY Mellon as the employer of choice.
About BNY Mellon
BNY Mellon is a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment management and investment services in 35 countries. As of June 30, 2019, BNY Mellon had $35.5 trillion in assets under custody and/or administration, and $1.8 trillion in assets under management. BNY Mellon can act as a single point of contact for clients looking to create, trade, hold, manage, service, distribute or restructure investments. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation (NYSE: BK). Additional information is available on www.bnymellon.com. Follow us on Twitter @BNYMellon or visit our newsroom at www.bnymellon.com/newsroom for the latest company news.
News Release |
Thomas P. (Todd) Gibbons
Mr. Gibbons currently serves as the interim Chief Executive Officer of BNY Mellon. Since 2017, Mr. Gibbons has been a Vice Chairman of BNY Mellon and CEO of Clearing, Markets and Client Management. In that role he oversaw the Pershing clearing business; the trading, financing, collateral and liquidity management solutions delivered through the Markets business; treasury services and commercial payment activities; the U.S.
government securities clearance and U.S. tri-party repo businesses delivered through BNY Mellon Government Securities Services Corp; credit services; global client management; and regional area management. From 2008 through 2017, he served as CFO. Previously, for nearly a decade he was Chief Risk Officer, overseeing credit, operational and market risk management of the company and The Bank of New York.
Mr. Gibbons also served as CFO of The Bank of New York for almost a year prior to the merger. He first joined The Bank of New York in 1986 and held top management positions in the capital markets business, including head of global treasury, with responsibility for asset and liability management, funding, money market trading, swaps and derivative products. Prior to joining The Bank of New York, he was assistant treasurer at Handy and Harman, a leading refiner, processor and fabricator of precious metals.
Mr. Gibbons is a member of BNY Mellons Executive Committee, the organizations most senior management body. He is also a director of BNY Mellons European Bank, The Bank of New York Mellon SA/NV, and serves on the advisory board of Wake Forest Universitys Business School.
He holds a B.S. in Business Administration from Wake Forest University and an MBA from Pace University.
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