Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) – April 7, 2014

 

 

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35651   13-2614959

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

One Wall Street

New York, New York

  10286
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code – (212) 495-1784

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

(e) At the Annual Meeting of Stockholders (the “Annual Meeting”) of The Bank of New York Mellon Corporation (“BNY Mellon”) held on April 8, 2014, BNY Mellon’s stockholders approved the Amended and Restated Long-Term Incentive Plan of The Bank of New York Mellon Corporation (the “Plan”). The Plan is filed as Exhibit 10.1 hereto (incorporated by reference to Exhibit A to BNY Mellon’s definitive proxy statement, dated March 7, 2014 (the “Proxy Statement”) filed with the Securities and Exchange Commission). For a description of the terms and conditions of the Plan, see “Proposal 4 – Approval of the Amended and Restated Long-Term Incentive Plan of The Bank of New York Mellon Corporation” in the Proxy Statement, which description is incorporated herein by reference.

 

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the Annual Meeting, each nominee for director was elected by a majority of votes cast. Management proposals 2, 3 and 4 were approved. Stockholder proposal 5 was not approved. Each of the proposals is described in detail in the Proxy Statement. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present, but were not treated as votes cast either for or against any proposal or the election of any director. Therefore, abstentions and broker non-votes were not counted in determining the number of votes required for approval or election.

The results are as follows:

 

1. The election of 13 directors for a term expiring at the end of our 2015 Annual Meeting of Stockholders (each nominee elected by a majority of votes cast):

 

Name of Director

  

For

  

Against

  

Abstained

  

Broker Non-Vote

Ruth E. Bruch

   869,111,032    31,186,877      9,273,448    75,232,088

Nicholas M. Donofrio

   870,633,571    29,934,910      9,002,876    75,232,088

Jeffrey A. Goldstein

   872,261,582    28,023,606      9,286,169    75,232,088

Gerald L. Hassell

   862,267,372    36,492,005    10,811,979    75,232,088

Edmund F. Kelly

   869,088,930    31,536,102      8,946,324    75,232,088

Richard J. Kogan

   867,154,599    33,275,189      9,141,568    75,232,088

Michael J. Kowalski

   869,465,990    31,007,102      9,098,265    75,232,088

John A. Luke, Jr.

   853,861,538    46,473,908      9,235,911    75,232,088

Mark A. Nordenberg

   870,441,173    29,678,085      9,452,098    75,232,088

Catherine A. Rein

   869,008,664    31,538,810      9,023,883    75,232,088

William C. Richardson

   868,353,050    32,010,636      9,207,670    75,232,088

Samuel C. Scott III

   868,593,188    31,880,958      9,097,210    75,232,088

Wesley W. von Schack

   865,040,656    33,480,920    11,049,782    75,232,088

 

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2. Advisory resolution to approve the 2013 compensation of our named executive officers (approved by a majority of votes cast):

 

For   Against   Abstained   Broker Non-Vote
831,950,994
  58,374,094
  19,246,269
  75,232,088
93.44%   6.56%   *   *

 

3. Ratification of KPMG LLP as our independent auditor for 2014 (approved by a majority of votes cast):

 

For   Against   Abstained   Broker Non-Vote
969,355,336   6,820,234   8,627,875  
99.30%   0.70%   *   *

 

4. Approval of the Amended and Restated Long-Term Incentive Plan of The Bank of New York Mellon Corporation (approved by a majority of votes cast):

 

For   Against   Abstained   Broker Non-Vote
724,306,318
  175,379,768
  9,885,270
  75,232,088
80.51%   19.49%   *   *

 

5. Stockholder proposal regarding an independent chair (not approved by a majority of votes cast):

 

For   Against   Abstained   Broker Non-Vote
194,994,932
  703,109,413
  11,467,012
  75,232,088
21.71%   78.29%   *   *

 

* Abstentions and broker non-votes were not counted as votes cast.

 

ITEM 8.01. OTHER EVENTS.

On April 7, 2014, BNY Mellon’s Board of Directors approved a 13 percent increase in its quarterly common stock dividend from $0.15 per share to $0.17 per share. This increased quarterly common stock dividend is payable on May 7, 2014 to shareholders of record as of the close of business on April 25, 2014.

 

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) EXHIBITS

 

Exhibit
Number

  

Description

10.1    The Amended and Restated Long-Term Incentive Plan of The Bank of New York Mellon Corporation (previously filed as Exhibit A to BNY Mellon’s definitive proxy statement on Schedule 14A (File No. 001-35651), filed on March 7, 2014 and incorporated herein by reference)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    The Bank of New York Mellon Corporation
   

(Registrant)

Date: April 8, 2014     By:  

/s/ Craig T. Beazer

    Name:   Craig T. Beazer
    Title:   Assistant Secretary

 

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EXHIBIT INDEX

 

Number

  

Description

  

Method of Filing

10.1    The Amended and Restated Long-Term Incentive Plan of The Bank of New York Mellon Corporation    Previously filed as Exhibit A to BNY Mellon’s definitive proxy statement on Schedule 14A (File No. 001-35651), filed on March 7, 2014 and incorporated herein by reference.

 

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