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MarketScreener Homepage  >  Equities  >  Nyse  >  Bank of New York Mellon (The)    BK

BANK OF NEW YORK MELLON (THE)

(BK)
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Securities Registration: Employee Benefit Plan

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08/15/2019 | 10:07pm EDT

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

13-2614959

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

240 Greenwich Street

New York, New York

10286

(Address of Principal Executive Offices)

(Zip code)

The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan

(Full title of the plan)

James J. Killerlane

Managing Director, Deputy General Counsel and Corporate Secretary

The Bank of New York Mellon Corporation

240 Greenwich Street

New York, New York 10286

Telephone: (212) 495-1784

(Name, address and telephone number, including area code, of agent for service)

Copies of communications to:

Marc Trevino, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

Telephone: (212) 558-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Amount

Proposed

Proposed

Title of securities

maximum

maximum

Amount of

to be

offering price

aggregate

to be registered

registered 1

per share 2

offering price 2

registration fee 2

Common Stock, par value $0.01 per share

35,095,922 3

$44.92

$1,576,508,816

$191,073

  1. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "1933 Act"), this Registration Statement also covers an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance under the plans as a result of any future stock split, stock dividend or similar adjustment of the outstanding common stock, $0.01 par value. In addition, any shares subject to outstanding awards pursuant to The Bank of New York Mellon Corporation Long-Term Incentive Plan Amended and Restated through February 24, 2014 which terminate, expire unexercised or are forfeited, cancelled or otherwise lapse for any reason after June 30, 2019 will be added to the share maximum available for issuance under the Plan, but such shares are not at this time covered by this Registration Statement.
  2. Estimated pursuant to Rules 457(c) and 457(h) of the 1933 Act solely for the purpose of calculating the registration fee, and based upon the $44.92 per share average of the high and low sales price of the Common Stock on the New York Stock Exchange on August 12, 2019.
  3. Represents shares of Common Stock issuable under The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan.

EXPLANATORY NOTE

The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (the "LTIP") was approved by the Board of Directors of The Bank of New York Mellon Corporation (the "Company") on February 12, 2019. The LTIP was approved by stockholders of the Company on April 9, 2019. This Registration Statement on Form S-8 is being filed for the purpose of registering 35,095,922 shares of common stock, $0.01 par value (the "Common Stock") to be issued pursuant to the LTIP. The number of shares of Common Stock being registered is equal to (i) the 35,000,000 shares of Common Stock approved by stockholders of the Company to be issued pursuant to the LTIP plus (ii) 95,922 shares of Common Stock that were subject to awards outstanding under The Bank of New York Mellon Corporation Long-Term Incentive Plan, Amended and Restated through February 24, 2014, that were cancelled, terminated or expired for any reason without having been exercised in full as of June 30, 2019 and have become available for issuance under the LTIP in accordance with the terms thereof.

PART I

INFORMATION REQUIRED IN THE

SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 are not required to be filed with the Securities and Exchange Commission (the "Commission") as part of this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the "1933 Act"), and will be sent to or given to participants in the plan covered by this Registration Statement as specified by Rule 428(b)(1). These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the 1933 Act.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are incorporated by reference in this Registration Statement (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with Commission rules):

  1. The Company's annual report on Form 10-K for the fiscal year ended December 31, 2018 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act");
  2. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the 2018 fiscal year covered by the annual report on Form 10-K referred to in paragraph (a) above; and
  3. The description of the Company's common stock, par value $0.01 per share, contained in the joint proxy statement/prospectus included in the Registration Statement on Form S-4 of The Bank of New York Mellon Corporation (Registration No. 333-140863) as filed with the Commission on February 23, 2007, and amended by Amendment No. 1 on April 2, 2007 and Amendment No. 2 on April 17, 2007, as that description may be updated from time to time.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act (other than documents or information deemed to have been furnished and not filed), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other contemporaneously or subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 102(b)(7) of the Delaware General Corporation Law ("DGCL") permits a corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of directors to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability (a) for any breach of the director's duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the director derived an improper personal benefit.

Under Section 145 of the DGCL, a corporation may indemnify a director, officer, employee or agent of the corporation (or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation (or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys' fees) actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent a court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

The Company's Restated Certificate of Incorporation (Article Eighth) provides that the Company will indemnify its executive officers and directors, and any other person who served in such role for other entities at the request of the Company ("Covered Person"), to the fullest extent permitted by law, against all expenses, judgments, fines and settlement amounts incurred by such person in connection with any threatened, pending or completed action, suit or proceeding by reason of the fact that such person was an executive officer or director of the Company or such other entity. The Company will indemnify Covered Persons in connection with a proceeding commenced or brought by that person only if the commencement or bringing of the proceeding was authorized by the Company's Board of Directors. The Company will, to the fullest extent permitted by the DGCL, pay the expenses (including attorneys' fees) of any Covered Person in defending a proceeding (other than a proceeding commenced or brought by the person without the specific authorization of the Company's Board of Directors), provided that, to the extent required by the DGCL, advancement of expenses will only be made if such person provides an undertaking to repay all amounts advanced if it is determined that he or she is not entitled to indemnification.

The Company may purchase and maintain insurance to protect itself and any Covered Person against liability or expense asserted or incurred by such Covered Person in connection with any proceeding, whether or not the Company would have the power to indemnify such Covered Person against such liability or expense by law or under the indemnification provisions in the Company's Restated Certificate of Incorporation.

The Company is authorized to enter into contracts with any Director or executive officer, or, as authorized by the Board of Directors, any other employee or agent of the Company in furtherance of the provisions of Article Eighth of the Company's Restated Certificate of Incorporation and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in Article Eighth of the Company's Restated Certificate of Incorporation.

The Company has entered into indemnification agreements with each of its executive officers and directors, providing that it will indemnify such executive officers and directors to the fullest extent permitted by law against all judgments, awards, fines, Employee Retirement Income Security Act ("ERISA") excise taxes, penalties, amounts paid in settlement, liabilities and losses and will pay the expenses (including attorneys' fees) of the executive officer or director if such executive officer or director is involved in any manner (including, without limitation, as a party or a witness) in any civil, criminal, administrative or investigative action, suit, proceeding or procedure by reason of the fact of the executive officer or director's position at the Company.

The Company also has a policy which indemnifies all employees (including executive officers) and directors of the Company and its affiliates, to the fullest extent permitted by law against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and losses and pays the expenses (including attorneys' fees) of the employee or director if such employee or director is involved in any manner (including, without limitation, as a party or a witness) in any civil, criminal, administrative or investigative action, suit, proceeding or procedure by reason of the fact of the employee or director's position at the Company or a Company affiliate.

With respect to advancement of expenses, the DGCL provides that the Company may advance expenses upon the receipt of an undertaking as described above, on such terms and conditions as it deems appropriate.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of the Registration Statement:

Exhibit

Description

Number

  1. Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed July 2, 2007 (File No. 000-52710), as amended by the Amendment to Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed April 10, 2019 (File No. 001-35651).
  2. Amended and Restated By-Laws of the Company, as amended and restated on July 10, 2007 and subsequently amended on April 14, 2009, August 11, 2009, February 9, 2010, July 2, 2010, October 12, 2010, October 8, 2013, March 5, 2015, October 13, 2015 and February 12, 2018, incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed February 13, 2018 (File
    No. 001-35651).
  3. The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan, incorporated herein by reference to Annex C of the Company's definitive proxy statement on Schedule 14A filed March 8, 2019 (File No. 001-35651).

5.1 Opinion of Bennett E. Josselsohn, filed herewith.

  1. Consent of Bennett E. Josselsohn (included in the opinion filed as Exhibit 5.1 to this registration statement), filed herewith.
  2. Consent of KPMG LLP, filed herewith.

24.1 Powers of Attorney, filed herewith.

Item 9. Undertakings.

  1. The Company hereby undertakes:
    1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
      1. To include any prospectus required by Section 10(a)(3) of the 1933 Act;
      2. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

The Bank of New York Mellon Corporation published this content on 15 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2019 02:06:04 UTC

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Sales 2019 15 669 M
EBIT 2019 4 758 M
Net income 2019 3 701 M
Debt 2019 32 564 M
Yield 2019 2,48%
P/E ratio 2019 12,0x
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EV / Sales2019 4,90x
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Average target price 47,02  $
Last Close Price 46,98  $
Spread / Highest target 21,3%
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