Bank of New York Mellon : Submission of Matters to a Vote of Security Holders - Form 8-K

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 12, 2022

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: [phone]

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications 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-FloatingRate 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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

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. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On April 12, 2022, 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 2021 compensation of BNY Mellon's named executive officers (proposal 2); and ratified the appointment of KPMG LLP as BNY Mellon's independent registered public accountants for the year ending December 31, 2022 (proposal 3). The stockholders did not approve the stockholder proposal regarding stockholder requests to call a special meeting (proposal 4). Each of these matters is described in detail in BNY Mellon's definitive proxy statement, dated March 1, 2022, filed with the Securities and Exchange Commission. Abstentions and broker non-voteswere counted for purposes of determining whether a quorum was present, but were not treated as votes cast, did not have the effect of a vote for or against a director's election, for or against a ratification, or for or against the stockholder proposal, and were not counted in determining the number of votes required for approval or election.

The results were as follows:

1. The election of 11 directors for a term expiring at the end of our 2023 Annual Meeting of Stockholders:

Name of Director		For		Against		Abstained		Broker Non-Vote
Linda Z. Cook		665,295,202		12,693,635		1,202,944		50,174,767
Joseph J. Echevarria		654,866,020		21,773,868		2,551,893		50,174,767
Thomas P. Gibbons		671,267,051		6,629,876		1,294,854		50,174,767
M. Amy Gilliland		672,446,068		5,462,474		1,283,239		50,174,767
Jeffrey A. Goldstein		672,167,240		5,687,442		1,337,099		50,174,767
K. Guru Gowrappan		671,880,061		5,853,911		1,457,269		50,174,767
Ralph Izzo		666,715,402		11,104,214		1,372,165		50,174,767
Sandra E. O'Connor		672,821,761		5,089,391		1,280,629		50,174,767
Elizabeth E. Robinson		672,338,371		5,695,353		1,158,057		50,174,767
Frederick O. Terrell		670,933,605		6,892,865		1,365,311		50,174,767
Alfred W. Zollar		667,941,738		9,909,353		1,340,690		50,174,767

2. Advisory resolution to approve the 2021 compensation of BNY Mellon's named executive officers:

For		Against		Abstained		Broker Non-Vote
649,751,236		26,597,571		2,842,974		50,174,767
96.07%		3.93%		*		*

3. Ratification of the appointment of KPMG LLP as BNY Mellon's independent registered public accountants for the year ending December 31, 2022:

For		Against		Abstained		Broker Non-Vote
717,544,886		10,749,448		1,072,214		-
98.52%		1.48%		*		*

4. Stockholder proposal regarding stockholder requests to call a special meeting:

For		Against		Abstained		Broker Non-Vote
257,094,958		417,378,420		4,718,403		50,174,767
38.12%		61.88%		*		*

*	Abstentions and broker non-voteswere not counted 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 12, 2022			By:		/s/ James J. Killerlane III
		Name:		James J. Killerlane III
		Title:		Secretary