ITEM 8.01. Other Events.
On June 28, 2021, The Bank of New York Mellon Corporation (the "Company")
announced that the Federal Reserve had notified the Company that its Stress
Capital Buffer ("SCB") requirement, effective October 1, 2021, will remain
2.5%¹, equal to the regulatory minimum, and that the Federal Reserve's recent
restrictions on common stock dividends and share repurchases applicable to the
large banks that are subject to the supervisory stress test, including the
Company, will end after June 30, 2021.
The Company also announced that it intends to increase its quarterly common
stock cash dividend from $0.31 to $0.34 per share, commencing as early as the
third quarter of 2021, subject to approval by its Board of Directors (the
"Board"), and that its Board approved the repurchase of up to $6.0 billion of
the Company's common stock, beginning in the third quarter of 2021 and
continuing through the fourth quarter of 2022. The repurchases of common stock
may be executed through open market purchases, in privately negotiated
transactions or by other means, including through repurchase plans designed to
comply with Rule 10b5-1 and through derivative, accelerated share repurchase and
other structured transactions. The timing, manner and amount of repurchases is
subject to various factors, including the Company's capital position and
prevailing market conditions. This new share repurchase plan replaces all
previously authorized share repurchase plans.
¹ The Company expects that its final SCB will be confirmed by the Federal
Reserve later in 2021.
The information presented in this Current Report on Form 8-K contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements, which may be expressed in a
variety of ways, including the use of future or present tense language, relate
to, among other things, the Company's repurchases of common stock, common stock
dividends, capital base, performance and ability to meet regulatory
requirements. These statements are based upon current beliefs and expectations
and are subject to significant risks and uncertainties (some of which are beyond
the Company's control). Actual outcomes may differ materially from those
expressed or implied as a result of risks and uncertainties, including, but not
limited to, the factors identified above and the risk factors and other
uncertainties set forth in the Company's Annual Report on Form 10-K for the year
ended Dec. 31, 2020, the Quarterly Report on Form 10-Q for the quarter ended
March 31, 2021 and the Company's other filings with the Securities and Exchange
Commission. All statements in this Current Report on Form 8-K speak only as of
the date of this filing and the Company undertakes no obligation to update the
information to reflect events or circumstances that arise after that date or to
reflect the occurrence of unanticipated events, except as required by federal
securities laws.
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