8-K

The Bank of New York Mellon Corporation

(Registrant)

Date: February 8, 2022

/s/ James J. Killerlane III

James J. Killerlane III

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): February 7, 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: (212) 495-1784

Not Applicable

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

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

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

☐	Pre-commencement communications 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-Floating Rate 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 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 7, 2022, Edmund F. Kelly and Samuel C. Scott III notified the Board of Directors (the “Board”) of The Bank of New York Mellon Corporation (the “Company”) that they will not stand for re-election as directors of the Company at the end of their respective terms, which expire at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Mr. Kelly will continue to serve as a member of the Board and on the Board’s Risk Committee and Human Resources and Compensation Committee (the “HRC Committee”) until the expiration of his term at the Annual Meeting. Mr. Scott will continue to serve as a member of the Board and on the Board’s Audit Committee, Corporate Governance, Nominating and Social Responsibility Committee and HRC Committee until the expiration of his term at the Annual Meeting. In each case, the decision of Messrs. Kelly and Scott not to stand for re-election was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.