Bank of New York Mellon Corp 8-K/A, filed Aug 31, 2022
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 31, 2022, reporting on events of August 9, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. |
On August 29, 2022, the HRC Committee approved a new compensation arrangement for Mr. Vince in connection with his appointment as CEO of the Company. Mr. Vince’s annual base salary was set at $1,250,000, effective August 31, 2022. His target incentive for 2022 will be $10,333,000, which reflects a proration of Mr. Vince’s original target for 2022 and an increased target effective August 31, 2022. Mr. Vince’s actual 2022 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”), in accordance with the Company’s Executive Compensation Program for the position of CEO, which is described in the Compensation Discussion & Analysis section commencing on page 48 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 1, 2022 (the “Proxy Statement”). In addition, the HRC Committee approved an amendment to Mr. Vince’s offer letter to conform the provisions related to the vesting of certain equity awards with the terms generally applicable to participants in the Company’s Executive Compensation Program, as described in Proxy Statement. All awards granted to Mr. Vince are subject to the Company’s clawback and recoupment policy as described in the Proxy Statement. Mr. Vince will continue to participate in the Company’s Executive Severance Plan.
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 31, 2022 | By: | /s/ James J. Killerlane III | ||||
| Name: | James J. Killerlane III | |||||
| Title: | Secretary | |||||
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