ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e) On April 9, 2019, 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, BNY Mellon’s stockholders approved The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (the “Plan”). The Plan is filed as Exhibit 10.1 hereto (incorporated by reference to Annex C to BNY Mellon’s definitive proxy statement, dated March 8, 2019 (the “Proxy Statement”) filed with the Securities and Exchange Commission). For a description of the terms and conditions of the Plan, see “Item 5 – Approval of 2019 Long-Term Incentive Plan” in the Proxy Statement, which description is incorporated herein by reference.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
At the Annual Meeting, upon the recommendation of BNY Mellon’s Board of Directors, stockholders holding a majority of the shares of stock outstanding voted to approve an amendment to Article Tenth of BNY Mellon’s Restated Certificate of Incorporation to allow action by written consent of stockholders representing at least the minimum number of votes that would be necessary to take the action at a meeting at which all shares entitled to vote thereon were present and voted. This description is a summary of the amendment and is qualified in its entirety by reference to the amendment to Article Tenth, as described in “Item 4 – Amendment to Restated Certificate of Incorporation to enhance Stockholder written consent rights” of the Proxy Statement and fully set forth in Annex B thereto. BNY Mellon subsequently filed a Certificate of Amendment to the Restated Certificate of Incorporation (the “Certificate of Amendment”) incorporating such amendment with the Secretary of State of the State of Delaware on April 9, 2019. The Certificate of Amendment became effective upon filing. A copy of the Certificate of Amendment as filed with the Secretary of State of the State of Delaware on April 9, 2019 is attached as Exhibit 3.1 to this Current Report on Form8-K and is incorporated herein by reference.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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 2018 compensation of BNY Mellon’s named executive officers (proposal 2); ratified the appointment of KPMG LLP as BNY Mellon’s independent auditor for 2019 (proposal 3); approved (by a majority of the shares of stock outstanding) an amendment to the Company’s Restated Certificate of Incorporation to enhance stockholder written consent rights (proposal 4); and approved The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (proposal 5). The stockholders did not approve the stockholder proposal regarding a pay equity report (proposal 6). Each of these matters is described in detail in the Proxy Statement. Abstentions and brokernon-votes were 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 a proposal, and were not counted in determining the number of votes required for approval or election.
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