8-KLeadership ChangesExhibits & Filings

Bank of New York Mellon Corp 8-K Report, Executive Changes (Sep 2, 2011)

Filed September 2, 2011For Securities:BKBK-PKBNYBNY-PK

Summary

The Bank of New York Mellon Corporation (BK) filed an 8-K on September 1, 2011, to report a significant leadership transition. Effective August 31, 2011, Gerald L. Hassell succeeded Robert P. Kelly as Chairman and Chief Executive Officer. This change marks the departure of Mr. Kelly, who resigned from his officer and director roles on the same date. The filing details the terms of Mr. Kelly's resignation, including severance packages and benefits to which he is contractually entitled. These arrangements are expected to result in a charge of approximately $22 million to the company's third-quarter results, a portion of which represents accelerated future expenses. Mr. Hassell, who has a long tenure with the company, will continue to serve as President and a director, bringing his extensive experience in various leadership positions within the organization.

Key Highlights

  • 1Gerald L. Hassell appointed Chairman and CEO, succeeding Robert P. Kelly, effective August 31, 2011.
  • 2Robert P. Kelly resigned as an officer and director of the company.
  • 3Mr. Kelly's resignation agreement includes $2 million in severance.
  • 4A pro rata bonus opportunity for Mr. Kelly has a prorated target value of $4 million.
  • 5Equity awards valued at approximately $11.2 million vested for Mr. Kelly.
  • 6Mr. Kelly is entitled to a vested supplemental pension annuity valued at approximately $16.6 million.
  • 7The total charge to the third quarter is estimated at $22 million, including accelerated future expenses.

Frequently Asked Questions

The 8-K filing does not specify the reasons for Robert P. Kelly's resignation. It only states that he resigned as an officer and director on August 31, 2011.

The company expects a charge of approximately $22 million in the third quarter of 2011 related to Mr. Kelly's resignation. This includes severance, bonus opportunities, vested equity, and pension benefits, with a significant portion representing accelerated future expenses.

Gerald L. Hassell has been appointed as the new Chairman and CEO. He has been with the company for over three decades, holding various key leadership roles, and most recently served as President and a director. He was previously President and a director of The Bank of New York Company, Inc. before the merger with Mellon Financial Corporation.

The filing indicates that Mr. Kelly resigned as an officer and director and does not mention any ongoing involvement with the company in an official capacity. He is receiving contractual benefits as per his resignation agreement.