What is the main purpose of the By-Laws amendments filed by BNY Mellon?

The main purpose of the amendments is to clarify and enhance the procedural and informational requirements for stockholders who wish to nominate directors or present business at company meetings. This is intended to ensure an orderly process, align with SEC regulations like the universal proxy card rules, and incorporate updates from Delaware corporate law.

How do these amendments affect stockholders who want to nominate a director?

Stockholders who wish to nominate a director will face more stringent information requirements. They will need to provide more detailed information and representations about themselves and the proposed nominee, complete specific questionnaires, and agree to ongoing disclosure obligations. Additionally, they must adhere to specific procedural rules, such as using a non-white proxy card and ensuring their nominee or a representative attends the meeting.

Can BNY Mellon reject a stockholder's nomination under these new rules?

Yes, the amended By-Laws provide clearer grounds for the company to disregard or not present a stockholder nomination if the proposing stockholder fails to meet certain procedural requirements, such as providing required certifications related to universal proxy rules or failing to have a representative present the nomination at the meeting.

Are these changes related to any specific regulatory requirements?

Yes, a significant driver for these amendments is to provide an orderly process in consideration of the U.S. Securities and Exchange Commission’s “universal proxy card” rules. The changes also reflect developments in the Delaware General Corporation Law.

Bank of New York Mellon Corp 8-K: Corporate Changes

Summary

This 8-K filing by The Bank of New York Mellon Corporation (BK) details amendments to its Amended and Restated By-Laws, effective August 8, 2023. The primary purpose of these changes is to clarify and enhance the procedural and information requirements for stockholders who wish to propose business or nominate directors at company meetings. These updates are intended to align with the SEC's "universal proxy card" rules and reflect recent developments in Delaware corporate law. Key among the revisions are stricter information requirements for stockholder nominations, including detailed representations about nominees and the proposing stockholder, as well as the requirement for nominees to complete questionnaires and agree to ongoing disclosure obligations. The amendments also clarify the process for addressing deficiencies in stockholder proposals and nominations, and introduce requirements for using specific proxy card colors and for the proposing stockholder or a representative to attend meetings to present nominations. These changes are designed to ensure an orderly and informed process for all stockholders during meetings.

Key Highlights

1BK's Board of Directors amended the company's By-Laws, effective August 8, 2023.
2Amendments aim to clarify and strengthen procedures for stockholder proposals and director nominations.
3New rules enhance information requirements for stockholders nominating directors, including detailed questionnaires and representations.
4Changes ensure alignment with SEC's 'universal proxy card' rules.
5By-Laws updated to reflect recent developments in Delaware General Corporation Law.
6Stricter procedural requirements for stockholder nominations, including proxy card color and meeting attendance.
7The company can now disregard nominations that fail to meet updated procedural requirements.

Bank of New York Mellon Corp 8-K Report, Bylaw Amendment (Aug 11, 2023)

Summary

Key Highlights

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