Item 5.07. Submission of Matters to a Vote of Security Holders.
OnApril 12, 2023 ,The Bank of New York Mellon Corporation ("BNY Mellon" or 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 2022 compensation ofBNY Mellon's named executive officers (proposal 2); voted, on an advisory basis, to have future say-on-pay votes on an annual basis (proposal 3); ratified the appointment ofKPMG LLP asBNY Mellon's independent registered public accountants for the year endingDecember 31, 2023 (proposal 4); and approvedThe Bank of New York Mellon Corporation 2023 Long-Term Incentive Plan (proposal 5). The stockholders did not approve the stockholder proposal regarding stockholder ratification of certain executive severance payments (proposal 6). Each of these proposals is described in detail inBNY Mellon's definitive proxy statement, datedMarch 1, 2023 , filed with theSecurities and Exchange Commission .
The results were as follows:
1. The election of 11 directors for a term expiring at the end of our 2024 Annual Meeting of Stockholders:
Name of Director For Against Abstained Broker Non-Vote Linda Z. Cook 610,867,669 24,454,794 1,222,410 61,891,198 Joseph J. Echevarria 604,109,636 29,133,450 3,301,787 61,891,198 M. Amy Gilliland 626,698,348 8,549,067 1,297,458 61,891,198 Jeffrey A. Goldstein 626,841,138 8,428,529 1,275,206 61,891,198 K. Guru Gowrappan 630,145,804 5,048,902 1,350,167 61,891,198 Ralph Izzo 616,770,329 18,396,004 1,378,540 61,891,198 Sandra E. O'Connor 630,324,938 4,920,595 1,299,340 61,891,198 Elizabeth E. Robinson 630,398,248 4,918,310 1,228,315 61,891,198 Frederick O. Terrell 626,284,161 8,859,702 1,401,010 61,891,198 Robin A. Vince 630,903,104 4,298,985 1,342,784 61,891,198 Alfred W. Zollar 626,856,819 8,317,835 1,370,219 61,891,198 2. Advisory vote to approve the 2022 compensation ofBNY Mellon's named executive officers: For Against Abstained Broker Non-Vote 602,001,854 31,155,220 3,387,799 61,891,198
3. Advisory vote on say-on-pay vote frequency:
1 Year 2 Years 3 Years Abstained Broker Non-Vote 623,872,186 1,570,830 9,228,391 1,873,466 61,891,198
In accordance with the Board of Directors' recommendation and the voting results on this advisory proposal, the Board of Directors has decided that it will include an advisory say-on-pay vote inBNY Mellon's proxy statement every year until the next required advisory vote on the frequency of say-on-pay, which will occur no later thanBNY Mellon's Annual Meeting of Stockholders in 2029.
4. Ratification of the appointment of
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For Against Abstained Broker Non-Vote 684,876,650 12,408,091 1,151,330 -
5. Approval ofThe Bank of New York Mellon Corporation 2023 Long-Term Incentive Plan: For Against Abstained Broker Non-Vote 607,386,388 27,223,513 1,934,972 61,891,198 6. Stockholder proposal regarding stockholder ratification of certain executive severance payments: For Against Abstained Broker Non-Vote 112,271,629 520,745,592 3,527,652 61,891,198
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