8-KShareholder Matters

Bank of New York Mellon Corp 8-K Report, Shareholder Vote Results (Apr 10, 2013)

Filed April 10, 2013For Securities:BKBK-PKBNYBNY-PK

Summary

This 8-K filing reports on the outcomes of The Bank of New York Mellon Corporation's (BNY Mellon) Annual Meeting of Stockholders held on April 9, 2013. The primary focus is the voting results on key corporate matters, including the election of directors, advisory approval of executive compensation, and ratification of the independent auditor. All presented proposals received overwhelming support from shareholders, indicating general shareholder confidence in the current leadership and governance structure. Investors can take comfort in the strong endorsement of the board of directors, with each nominee elected by a substantial majority of votes cast. Similarly, management's executive compensation plan and the appointment of KPMG LLP as the independent auditor for 2013 were overwhelmingly approved. The significant presence of broker non-votes suggests a passive voting approach from a portion of the shareholder base, but their impact was minimal on the final outcome due to the decisive 'for' votes.

Key Highlights

  • 1All 12 director nominees were elected with a majority of votes cast, reflecting shareholder confidence in the board.
  • 2The advisory resolution to approve executive compensation received overwhelming shareholder approval, with over 96.9% of votes cast in favor.
  • 3KPMG LLP was ratified as the independent auditor for 2013 with approximately 99.4% of votes cast in favor, reinforcing auditor independence and oversight.
  • 4The proposals were filed on April 10, 2013, following the Annual Meeting of Stockholders on April 9, 2013.
  • 5Abstentions and broker non-votes were counted for quorum but not as votes cast, meaning they did not affect the outcome of the proposals.
  • 6A substantial number of broker non-votes were recorded across all director nominations and the executive compensation proposal, indicating a significant portion of shares held in 'street name' did not have voting instructions from beneficial owners on these specific matters.

Frequently Asked Questions

The main topics voted on were the election of 12 directors, an advisory resolution to approve executive compensation, and the ratification of KPMG LLP as the independent auditor for 2013.

All 12 director nominees were elected by a significant majority of votes cast. For example, Ruth E. Bruch received over 920 million 'for' votes out of approximately 1.05 billion total votes considered for that proposal.

Shareholders overwhelmingly approved the advisory resolution to approve executive compensation, with approximately 96.9% of the votes cast being in favor of the proposal.

Abstentions and broker non-votes were counted towards establishing a quorum but were not considered votes cast on any proposal. Therefore, they did not impact the determination of whether a proposal was approved or rejected.