8-KShareholder Matters

Bank of New York Mellon Corp 8-K Report, Shareholder Vote Results (Apr 16, 2010)

Filed April 16, 2010For Securities:BKBK-PKBNYBNY-PK

Summary

This 8-K filing from The Bank of New York Mellon Corporation (BK) details the outcomes of its Annual Meeting of Stockholders held on April 13, 2010. The report indicates that management proposals, including the election of directors and the ratification of KPMG LLP as the independent auditor for fiscal year 2010, were approved by a majority of votes cast. Additionally, a shareholder proposal requesting stockholder approval of certain future severance agreements with senior executives also received majority support. Conversely, two shareholder proposals failed to gain majority approval: one requesting cumulative voting in director elections and another seeking the adoption of a policy for a five-year lock-up period on senior executives' equity incentive awards. The advisory vote on 2009 executive compensation was approved. Overall, the filing primarily communicates the voting results on various corporate governance and operational matters put before the shareholders.

Key Highlights

  • 1Management's proposals, including the election of 15 directors, were approved at the Annual Meeting.
  • 2The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2010 was ratified.
  • 3A shareholder proposal requiring stockholder approval of certain future severance agreements with senior executives was approved.
  • 4A shareholder proposal requesting cumulative voting in director elections did not pass.
  • 5A shareholder proposal to adopt a policy for a five-year lock-up period on senior executives' equity incentive awards was not approved.
  • 6The advisory (non-binding) vote regarding 2009 executive compensation received majority approval.

Frequently Asked Questions

The annual meeting saw the approval of management's proposals, including the election of directors and the ratification of the company's auditor, KPMG LLP. A shareholder proposal concerning executive severance agreements was also approved. However, shareholder proposals related to cumulative voting and executive equity incentive lock-up periods did not receive majority support.

Yes, shareholder proposal number 6, which requested stockholder approval of certain future severance agreements with senior executives, was approved. This indicates that a significant portion of shareholders supported increased oversight on executive severance packages.

The filing clarifies that while abstentions and broker non-votes were counted for quorum purposes, they were not treated as votes cast on a proposal. Consequently, they did not count for or against the approval of any proposal and were not considered in determining the number of votes required for approval.

Yes, shareholders cast an advisory (non-binding) vote on the company's 2009 executive compensation, which was approved by a majority of the votes cast. This means shareholders generally supported the compensation decisions made for that year, though the vote is advisory and not binding on the company.