Summary
The Bank of New York Mellon Corporation (BK) filed an 8-K report on October 19, 2015, to disclose amendments to its By-Laws approved by its Board of Directors on October 13, 2015. The primary change is the adoption of a proxy access bylaw, allowing long-term shareholders meeting specific ownership thresholds to nominate directors for inclusion in the company's proxy materials. This move is significant for investors as it potentially enhances shareholder engagement and board accountability. The new bylaw permits a stockholder, or a group of up to 20 stockholders, owning at least 3% of the company's common stock for a minimum of three years, to nominate directors. This mechanism allows for the inclusion of up to two individuals or 20% of the Board, whichever is greater, subject to specific requirements. The filing also notes other minor updates to provisions concerning special meetings, business at stockholder meetings, advance notice, and director nominations.
Key Highlights
- 1BK adopted amendments to its By-Laws on October 13, 2015, effective immediately.
- 2The core amendment introduces a proxy access provision, allowing shareholders to nominate directors.
- 3To utilize proxy access, a shareholder or a group of up to 20 must own at least 3% of BK's common stock continuously for three years.
- 4The proxy access provision permits the nomination of up to two directors or 20% of the Board, whichever is greater.
- 5Additional clarifications and updates were made to bylaws regarding special meetings, business at meetings, advance notice, and director nominations.
- 6The Board previously endorsed the Shareholder-Director Exchange (SDX) Protocol in 2015.
- 7The filing was made on October 19, 2015, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.