8-KLeadership ChangesShareholder MattersExhibits & Filings

Bank of New York Mellon Corp 8-K Report, Executive Changes (Apr 15, 2011)

Filed April 15, 2011For Securities:BKBK-PKBNYBNY-PK

Summary

This 8-K filing by The Bank of New York Mellon Corporation (BK) reports on the outcomes of its Annual Meeting of Stockholders held on April 12, 2011. The primary focus for investors lies in the shareholder approvals related to executive compensation and corporate governance. Notably, shareholders approved the amended and restated Long-Term Incentive Plan and the Executive Incentive Compensation Plan, signaling continued support for the company's executive remuneration structures. Additionally, the election of all director nominees received a majority of votes cast, indicating shareholder confidence in the current board leadership. The filing also details the results of advisory votes. Stockholders approved the compensation of named executive officers for 2010, and a majority voted in favor of holding an annual advisory vote on executive compensation (one-year frequency). Conversely, a shareholder proposal requesting cumulative voting in director elections was not approved. The ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2011 was also overwhelmingly approved.

Key Highlights

  • 1Shareholders approved the amended and restated Long-Term Incentive Plan.
  • 2Shareholders approved the amended and restated Executive Incentive Compensation Plan.
  • 3All 14 director nominees were elected by a majority of votes cast.
  • 4An advisory (non-binding) vote on 2010 executive compensation was approved.
  • 5Stockholders favored an annual advisory vote on executive compensation (1-year frequency).
  • 6The appointment of KPMG LLP as the independent auditor for fiscal year 2011 was ratified.
  • 7A shareholder proposal for cumulative voting in director elections was not approved.

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