Summary
This Form 8-K filing by The Bank of New York Mellon Corporation (BK) on October 8, 2013, primarily details amendments made to the company's Amended and Restated By-laws, effective immediately. The changes, approved by the Board of Directors, are largely administrative and technical in nature, aimed at modernizing governance practices and ensuring compliance with Delaware law. Key updates include provisions for remote shareholder meetings, electronic notice delivery, and refined procedures for meeting adjournments. Notably, the by-laws now require additional information from stockholders submitting proposals or nominations, including details on hedging and derivative transactions related to the company's securities. A new Technology Committee was also established, and outdated merger-related provisions were removed. These amendments reflect an effort to enhance corporate governance and operational efficiency.
Key Highlights
- 1Amendments to the Amended and Restated By-laws of The Bank of New York Mellon Corporation were made effective October 8, 2013.
- 2New provisions allow for annual or special shareholder meetings to be held remotely.
- 3Notice of meetings may now be delivered electronically via email or posting on an electronic network.
- 4Stockholder proposals and nominations will require additional disclosures, including information on hedging and derivative transactions.
- 5A new Technology Committee has been added to the Board of Directors.
- 6Outdated provisions related to the merger of The Bank of New York Company, Inc. and Mellon Financial Corporation have been deleted.
- 7Minor technical and typographical changes were made throughout the by-laws for consistency and clarity.