8-KLeadership ChangesCorporate ChangesExhibits & Filings

Bank of New York Mellon Corp 8-K Report, Executive Changes (Mar 6, 2015)

Filed March 6, 2015For Securities:BKBK-PKBNYBNY-PK

Summary

This 8-K filing from The Bank of New York Mellon Corporation (BK) on March 5, 2015, primarily announces changes to the company's bylaws and a director's retirement. The most significant update for investors is the amendment to the bylaws that allows stockholders holding at least 20% of the outstanding common stock, based on a "net long position," to request a special meeting of stockholders. This provision enhances shareholder engagement and provides a mechanism for them to address critical issues outside of the regular annual meeting schedule. Additionally, Mr. Michael J. Kowalski announced his intention to retire from the Board of Directors at the upcoming Annual Meeting on April 14, 2015. While not indicative of any immediate financial or operational shifts, director changes can be viewed as a part of corporate governance evolution. The establishment of a Finance Committee also signals a structured approach to financial oversight by the Board.

Key Highlights

  • 1Stockholders holding a 20% net long position can now request special meetings.
  • 2The bylaws were amended to facilitate stockholder-initiated special meetings.
  • 3Mr. Michael J. Kowalski will retire from the Board of Directors at the April 14, 2015 Annual Meeting.
  • 4The Board approved amendments to the Amended and Restated By-Laws.
  • 5A Finance Committee of the Board has been established.
  • 6The amendments to the bylaws took immediate effect upon Board approval.

Frequently Asked Questions

The key change is that stockholders owning at least 20% of the company's common stock (defined by a 'net long position') can now request the Secretary to call a special meeting. This empowers significant shareholders to convene meetings to discuss important matters outside of the annual schedule.

The creation of a Finance Committee indicates a more formalized structure for the Board's oversight of the company's financial strategies and management. Its members will be appointed by the Board from among its own directors.

Mr. Kowalski's retirement from the Board at the upcoming Annual Meeting is a routine corporate governance event. While specific reasons for retirement are not detailed, it represents a change in the composition of the Board of Directors.

The amendments to the Corporation's Amended and Restated By-Laws took effect immediately upon their approval by the Board of Directors on March 5, 2015.