Business Context and Reporting Period
This Form 8-K reports the results of The Bank of New York Mellon Corporation's (BNY Mellon) Annual Meeting of Stockholders held on April 12, 2023. The filing details the voting outcomes for six proposals submitted to security holders.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
Stockholders approved five of the six proposals presented at the Annual Meeting. The results were as follows:
- Proposal 1 (Election of Directors): All 11 nominees were elected by a majority of votes cast.
- Proposal 2 (Say-on-Pay): Stockholders approved the 2022 compensation of named executive officers on an advisory basis (602,001,854 For vs. 31,155,220 Against).
- Proposal 3 (Say-on-Pay Frequency): Stockholders voted to hold future say-on-pay votes annually (623,872,186 For 1-Year frequency).
- Proposal 4 (Auditor Ratification): Stockholders ratified the appointment of KPMG LLP as independent registered public accountants for the year ending December 31, 2023 (684,876,650 For).
- Proposal 5 (Long-Term Incentive Plan): Stockholders approved the 2023 Long-Term Incentive Plan (607,386,388 For).
- Proposal 6 (Executive Severance Ratification): Stockholders did not approve the stockholder proposal regarding the ratification of certain executive severance payments (112,271,629 For vs. 520,745,592 Against).
Guidance, Outlook, and Management Commentary
Based on the voting results for Proposal 3, the Board of Directors decided to include an advisory say-on-pay vote in the proxy statement every year until the next required frequency vote, which will occur no later than the 2029 Annual Meeting. The filing does not contain financial guidance, risk factors, or management commentary on operational outlook.
Key Facts for Investor Verification
- Verify the specific terms of the rejected Proposal 6 regarding executive severance payments in the definitive proxy statement dated March 1, 2023.
- Confirm the composition of the newly elected Board of Directors, noting the term expiration at the end of the 2024 Annual Meeting.
- Review the 2023 Long-Term Incentive Plan details to understand the approved equity compensation framework.
- Note that KPMG LLP has been ratified as the independent auditor for the fiscal year ending December 31, 2023.