8-KShareholder Matters

Bank of New York Mellon Corp 8-K Report, Shareholder Vote Results (Apr 11, 2017)

Filed April 11, 2017For Securities:BKBK-PKBNYBNY-PK

Summary

This Form 8-K from The Bank of New York Mellon Corporation (BNY Mellon), filed on April 11, 2017, reports the outcomes of its Annual Meeting of Stockholders held on April 11, 2017. The primary focus of this filing is the voting results on several key corporate governance and shareholder matters. Key outcomes include the overwhelming election of all 13 director nominees and the approval, on an advisory basis, of the 2016 executive compensation. Furthermore, shareholders strongly supported conducting "say-on-pay" votes on an annual basis, a decision the Board of Directors has adopted. The appointment of KPMG LLP as the independent auditor for 2017 was also overwhelmingly ratified. However, a stockholder proposal requesting a proxy voting review report was not approved.

Key Highlights

  • 1All 13 director nominees were elected with a significant majority of votes cast.
  • 2Shareholders approved, on an advisory basis, the 2016 compensation of BNY Mellon's named executive officers with nearly 98% of the votes cast in favor.
  • 3A strong majority (91.19%) of votes cast supported holding "say-on-pay" votes annually, a recommendation the Board of Directors will follow.
  • 4The appointment of KPMG LLP as the independent auditor for 2017 was ratified with overwhelming support (98.97% of votes cast).
  • 5A stockholder proposal seeking a proxy voting review report was not approved, with only 6.52% of votes cast in favor.

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