Bank of New York Mellon Corp 8-K/A, filed Aug 14, 2020
Bank of New York Mellon Corp (BNY)
About this 8-K/A
Bank of New York Mellon Corp filed this 8-K/A on August 14, 2020, reporting on events of March 30, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
Amendment No. 1
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; |
Compensatory Arrangements of Certain Officers.
As previously disclosed, on March 30, 2020 the Board of Directors (the “Board”) of The Bank of New York Mellon Corporation (the “Company”) appointed Thomas P. (Todd) Gibbons as Chief Executive Officer. This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2020 to disclose a new compensation arrangement approved by the Human Resources and Compensation Committee of the Board for Mr. Gibbons. Such compensation arrangement was not available at the time of the original filing.
On August 11, 2020, the Human Resources and Compensation Committee of the Board of the Company approved a new compensation arrangement for Mr. Gibbons in connection with his appointment as Chief Executive Officer of the Company. There will be no change to Mr. Gibbons’ base salary in connection with his appointment. Mr. Gibbons’ target incentive for 2020 will be $13.25 million.
Mr. Gibbons’ actual 2020 incentive award will be based on corporate and individual performance and will be delivered 25% in cash, 25% in restricted stock units (“RSUs”) and 50% in performance share units (“PSUs”), consistent with BNY Mellon’s Executive Compensation Program for the position of Chief Executive Officer, which is described in BNY Mellon’s Definitive Proxy Statement on Schedule 14A filed on March 3, 2020 (the “Proxy Statement”).
All awards granted to Mr. Gibbons are subject to BNY Mellon’s clawback and recoupment policy as described in the Proxy Statement. Mr. Gibbons will continue to participate in BNY Mellon’s Executive Severance Plan.
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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: August 14, 2020 | By: | /s/ James J. Killerlane III | ||||
| Name: | James J. Killerlane III | |||||
| Title: | Secretary | |||||
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