Business Context and Reporting Period
This Form 8-K filing by The Bank of New York Mellon Corporation (BNY Mellon) reports on the results of the Annual Meeting of Stockholders held on April 10, 2018. The filing details the voting outcomes for director elections, executive compensation, auditor ratification, and stockholder proposals.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. It is a corporate governance report focused solely on stockholder voting results.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Director Elections: All 12 nominees for director were elected by a majority of votes cast. Vote counts ranged from approximately 788 million "For" votes (Charles W. Scharf) to 807 million "For" votes (Steven D. Black).
- Executive Compensation: Stockholders approved the 2017 compensation of named executive officers on an advisory basis with 97.77% voting "For" and 1.83% voting "Against".
- Auditor Ratification: Stockholders ratified the appointment of KPMG LLP as the independent auditor for 2018 with 98.45% voting "For" and 1.41% voting "Against".
- Stockholder Proposals:
- Proposal regarding written consent was not approved (45.49% For, 53.95% Against).
- Proposal regarding a proxy voting review report was not approved (6.69% For, 91.57% Against).
Guidance, Outlook, and Risks
The filing does not provide management guidance, financial outlook, or discuss specific risks or contingencies. It references the definitive proxy statement dated March 9, 2018, for detailed descriptions of the matters voted upon.
Key Facts for Investor Verification
- Verify the full text of the rejected stockholder proposals (written consent and proxy voting review) in the March 9, 2018 proxy statement to understand the specific governance changes sought.
- Confirm the term expiration for the newly elected directors, which is set for the end of the 2019 Annual Meeting of Stockholders.
- Note that broker non-votes were significant (73,159,324 shares) but did not affect the outcome of the director elections or proposals as they were not counted as votes cast.