8-K

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 13, 2021

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 (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 13, 2021, 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 2020 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, 2021 (proposal 3). The stockholders did not approve the stockholder proposal regarding stockholder requests for a record date to initiate written consent (proposal 4). Each of these matters is described in detail in BNY Mellon’s definitive proxy statement, dated March 2, 2021, 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 12 directors for a term expiring at the end of our 2022 Annual Meeting of Stockholders:

Name of Director	For	Against	Abstained	Broker Non-Vote
Linda Z. Cook	704,272,376	12,962,675	975,700	58,195,089
Joseph J. Echevarria	645,506,739	68,119,294	4,584,718	58,195,089
Thomas P. Gibbons	711,659,867	5,477,132	1,073,752	58,195,089
M. Amy Gilliland	711,893,861	5,269,983	1,046,907	58,195,089
Jeffrey A. Goldstein	707,478,767	9,620,214	1,111,770	58,195,089
K. Guru Gowrappan	710,700,269	6,333,190	1,177,292	58,195,089
Ralph Izzo	703,853,439	13,219,754	1,137,558	58,195,089
Edmund F. Kelly	696,731,878	20,421,410	1,057,463	58,195,089
Elizabeth E. Robinson	711,239,061	5,971,152	1,000,538	58,195,089
Samuel C. Scott III	642,922,433	74,195,346	1,092,972	58,195,089
Frederick O. Terrell	707,425,244	9,662,060	1,123,447	58,195,089
Alfred W. Zollar	710,887,882	6,196,814	1,126,055	58,195,089

2. Advisory resolution to approve the 2020 compensation of BNY Mellon’s named executive officers:

For	Against	Abstained	Broker Non-Vote
685,720,709	29,765,437	2,724,605	58,195,089
95.83%	4.16%	*	*

3. Ratification of the appointment of KPMG LLP as BNY Mellon’s independent registered public accountants for the year ending December 31, 2021:

For	Against	Abstained	Broker Non-Vote
763,786,887	11,719,722	899,231	—
98.48%	1.51%	*	*

4. Stockholder proposal regarding stockholder requests for a record date to initiate written consent:

For	Against	Abstained	Broker Non-Vote
297,367,141	416,712,592	4,131,018	58,195,089
41.64%	58.35%	*	*

* 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.

	The Bank of New York Mellon Corporation (Registrant)
Date: April 14, 2021	By:	/s/ James J. Killerlane III
	Name:	James J. Killerlane III
	Title:	Secretary

XML

Document and Entity Information	Apr. 13, 2021
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001390777
Document Type	8-K
Document Period End Date	Apr. 13, 2021
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