8-KShareholder Matters

Bank of New York Mellon Corp 8-K Report, Shareholder Vote Results (Apr 12, 2023)

Filed April 12, 2023For Securities:BKBK-PKBNYBNY-PK

Summary

The Bank of New York Mellon Corporation (BK) filed an 8-K on April 12, 2023, detailing the results of its Annual Meeting of Stockholders held on April 11, 2023. Key outcomes include the overwhelming election of all 11 director nominees, with strong support across the board. Stockholders also provided advisory approval for the 2022 executive compensation and voted to hold future "say-on-pay" votes on an annual basis, aligning with management's recommendation. Further, the appointment of KPMG LLP as the company's independent registered public accountants for the fiscal year ending December 31, 2023, was ratified with substantial approval. The BNY Mellon 2023 Long-Term Incentive Plan was also approved by stockholders. However, a stockholder proposal seeking ratification of certain executive severance payments did not receive majority approval. These voting outcomes reflect significant stockholder confidence in the board, executive compensation practices, and auditor appointment, while indicating a divergence of opinion on specific severance payment policies.

Key Highlights

  • 1All 11 director nominees were overwhelmingly elected by a majority of votes cast.
  • 2Stockholders approved, on an advisory basis, the compensation of BNY Mellon's named executive officers for 2022.
  • 3A significant majority of stockholders voted in favor of conducting "say-on-pay" advisory votes on an annual basis.
  • 4The appointment of KPMG LLP as the independent registered public accountants for the year ending December 31, 2023, was ratified.
  • 5The Bank of New York Mellon Corporation 2023 Long-Term Incentive Plan received stockholder approval.
  • 6A stockholder proposal requesting ratification of certain executive severance payments was not approved by stockholders.

Frequently Asked Questions