ThZeal - The Zeal

The Bank of New York Mellon Corporation

(Registrant)

Date: August 9, 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): August 9, 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.

On August 9, 2022, the Board of Directors (the “Board”) of The Bank of New York Mellon Corporation (the “Company”) appointed Robin Vince to the position of Chief Executive Officer (“CEO”), in addition to his current role as President, and has elected Mr. Vince as a member of the Board, in each case, effective August 31, 2022. As previously announced, Todd Gibbons will be retiring as CEO and as a member of the Board, effective August 31, 2022. Mr. Vince was also appointed CEO of the Company’s wholly-owned principal subsidiary, The Bank of New York Mellon (the “Bank”), and was elected to the Bank’s board of directors, effective August 31, 2022.

Mr. Vince, 51, has served as President and CEO-Elect of the Company since March 4, 2022, and previously served as Vice Chair and CEO of Global Market Infrastructure from October 2020 to March 2022. Prior to joining the Company, Mr. Vince was a Senior Director at Goldman Sachs Group Inc. from January 2020 to September 2020 and a Participating Managing Director at Goldman Sachs Group Inc. from 2006 to 2019. Mr. Vince has no family relationship with any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Vince and any person, including any officer or director of the Company, pursuant to which Mr. Vince was selected to serve as CEO and director.

The Human Resources and Compensation Committee of the Board has not yet determined any changes to Mr. Vince’s compensation in connection with his appointment as CEO. As an employee of the Company, Mr. Vince will not be entitled to additional compensation for his role as a director and will not serve on any committees of the Board.