Summary
This 8-K filing by The Bank of New York Mellon Corporation (BK) reports on amendments to its corporate bylaws. The most significant changes relate to the governance structure and director elections. Specifically, the bylaws were updated to remove references to a defunct Integration Committee and to clarify the roles of the Lead Director in chairing board and shareholder meetings. A key upcoming change, effective July 2, 2010, is the adoption of a majority voting standard for uncontested director elections, replacing the previous plurality standard. Contested director elections will continue to use a plurality voting standard.
Key Highlights
- 1Amendments to the corporate bylaws were approved by the Board of Directors on February 9, 2010.
- 2References to the Integration Committee, which is no longer active, have been removed from the bylaws.
- 3The Lead Director will now chair Board and shareholder meetings in the absence of the Chairman.
- 4The Lead Director's duties and responsibilities are now explicitly detailed within the bylaws, in addition to existing Corporate Governance Guidelines.
- 5Effective July 2, 2010, BK will implement a majority voting standard for uncontested director elections.
- 6A plurality voting standard will remain in place for contested director elections.
- 7Exhibit 3.1 and Exhibit 3.2 contain the specific text of the bylaw amendments.