Amendment: The Bank of New York Mellon Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

Amendment No. 1

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2025

 

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)		(IRS Employer Identification No.)

 

240 Greenwich Street New York, New York		10286
(Address of Principal Executive Offices)		(Zip Code)

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

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		BK		New York Stock Exchange
6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York Mellon Corporation)		BK/P		New York Stock Exchange
Depositary Shares, each representing a 1/4,000th interest in a share of Series K Noncumulative Perpetual Preferred Stock		BK PRK		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

EXPLANATORY NOTE

As previously disclosed, on December 9, 2025, the Board of Directors (the “Board”) of The Bank of New York Mellon Corporation (“BNY” or the “Company”) elected Charles F. Lowrey as an independent member of the Board, effective February 15, 2026. This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2025, to disclose Mr. Lowrey’s committee assignments, which had not been determined at the time of Mr. Lowrey’s election to the Board. This Current Report on Form 8-K/A also includes additional disclosure under Item 5.07.

 

ITEM 5.02.

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

(d) On April 14, 2026, the Board appointed Mr. Lowrey to its Risk Committee and Corporate Governance, Nominating and Social Responsibility Committee, effective immediately.

 

ITEM 5.07.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 14, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, each nominee for director was elected by a majority of votes cast (proposal 1). In addition, stockholders approved, on an advisory basis, the 2025 compensation of BNY’s named executive officers (proposal 2) and ratified the appointment of KPMG LLP as BNY’s independent registered public accountants for the year ending December 31, 2026 (proposal 3). Each of these proposals is described in detail in BNY’s definitive proxy statement, dated March 5, 2026, filed with the Securities and Exchange Commission.

The results were as follows:

1. The election of 11 directors for a term expiring at the end of our 2027 Annual Meeting of Stockholders:

 

Name of Director		For		Against		Abstained		Broker Non-Vote
Linda Z. Cook		557,476,289		14,040,474		1,029,945		50,748,197
Joseph J. Echevarria		517,158,037		54,616,170		772,501		50,748,197
M. Amy Gilliland		550,786,227		21,016,295		744,186		50,748,197
Jeffrey A. Goldstein		543,701,685		28,115,071		729,952		50,748,197
K. Guru Gowrappan		550,466,083		21,226,082		854,543		50,748,197
Charles F. Lowrey		569,765,552		2,037,150		744,006		50,748,197
Sandra E. “Sandie” O’Connor		568,067,727		3,771,362		707,619		50,748,197
Elizabeth E. Robinson		530,536,402		40,955,989		1,054,317		50,748,197
Rakefet Russak-Aminoach		567,593,596		4,054,694		898,418		50,748,197
Robin Vince		542,214,387		29,502,854		829,467		50,748,197
Alfred W. “Al” Zollar		567,676,532		4,060,517		809,659		50,748,197

2. Advisory vote to approve the 2025 compensation of BNY’s named executive officers:

 

For		Against		Abstained		Broker Non-Vote
317,099,734		253,650,298		1,796,676		50,748,197
55.56%		44.44%		*		*

3. Ratification of the appointment of KPMG LLP as BNY’s independent registered public accountants for the year ending December 31, 2026:

 

For		Against		Abstained		Broker Non-Vote
610,876,407		11,747,746		670,752		—
98.11%		1.89%		*		*

*	Abstentions and broker non-votes do not count as votes cast.

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 hereunto duly authorized.

 

				The Bank of New York Mellon Corporation (Registrant)
Date: April 17, 2026				By:		/s/ Jean Weng
				Name:		Jean Weng
				Title:		Secretary