Summary
The Bank of New York Mellon Corporation (BK) filed an 8-K on February 13, 2018, detailing significant amendments to its corporate governance and executive compensation policies. The most notable changes include the amendment and restatement of the Executive Severance Plan (ESP) to incorporate stronger non-solicitation and non-compete clauses, reinforcing the company's commitment to protecting its business interests and proprietary information. These provisions are designed to extend for the duration of benefit payments under the ESP and include ongoing confidentiality obligations. Furthermore, the company's Amended and Restated By-Laws were also updated. Key changes include empowering the Lead Director to call special Board meetings, allowing for unanimous written consent via electronic transmission, and consolidating the Corporate Social Responsibility Committee into the Corporate Governance and Nominating Committee, which was renamed accordingly. The Executive Committee was also dissolved. These by-law amendments aim to streamline corporate governance processes and enhance board flexibility.
Key Highlights
- 1BK amended and restated its Executive Severance Plan (ESP) effective February 12, 2018.
- 2The ESP now includes specific non-solicit and non-compete provisions lasting as long as severance benefits are paid.
- 3Confidentiality provisions in the ESP have been strengthened and will continue as long as information remains proprietary.
- 4BK's Board of Directors approved amendments to the company's Amended and Restated By-Laws, effective immediately.
- 5The Lead Director is now authorized to call special Board meetings.
- 6Unanimous written consent by the Board of Directors can now be achieved through electronic transmission.
- 7The Corporate Social Responsibility Committee has been merged with the Corporate Governance and Nominating Committee, with the combined committee renamed the Corporate Governance, Nominating and Social Responsibility Committee.