BNY Mellon (NYSE: BK) details director roles and shareholder vote outcomes

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What board change did BNY Mellon (BK) disclose in this 8-K/A?

How did BNY Mellon (BK) shareholders vote on director elections?

Did BNY Mellon (BK) shareholders approve executive compensation?

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8-K/A

The Bank of New York Mellon Corporation filed an amended report to update governance details. The Board appointed Charles F. Lowrey to its Risk Committee and its Corporate Governance, Nominating and Social Responsibility Committee, effective April 14, 2026.

At the same Annual Meeting, shareholders elected 11 directors for terms expiring at the 2027 Annual Meeting. They also approved, on an advisory basis, the 2025 compensation of named executive officers with 55.56% of votes cast in favor, and ratified KPMG LLP as independent auditors with 98.11% support.

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Lowrey committee appointment date: April 14, 2026 Lowrey votes for: 569,765,552 votes Say-on-pay support: 317,099,734 votes (55.56%) +4 more

7 metrics

Lowrey committee appointment date April 14, 2026 Effective date of Risk and Governance committee appointments

Lowrey votes for 569,765,552 votes Election as director at 2026 Annual Meeting

Say-on-pay support 317,099,734 votes (55.56%) Advisory approval of 2025 executive compensation

Say-on-pay against 253,650,298 votes (44.44%) Opposition in advisory compensation vote

Auditor ratification for 610,876,407 votes (98.11%) Ratification of KPMG LLP for 2026

Auditor ratification against 11,747,746 votes (1.89%) Votes against KPMG LLP ratification

Broker non-votes on proposals 1 & 2 50,748,197 votes Non-votes recorded on director elections and say-on-pay

Annual Meeting of Stockholders, advisory basis, independent registered public accountants, broker non-vote, +1 more

5 terms

Annual Meeting of Stockholders financial

"On April 14, 2026, the Company held its Annual Meeting of Stockholders"

advisory basis financial

"stockholders approved, on an advisory basis, the 2025 compensation"

independent registered public accountants financial

"ratified the appointment of KPMG LLP as BNY’s independent registered public accountants"

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

broker non-vote financial

"Abstained | | Broker Non-Vote ... 50,748,197"

Noncumulative Perpetual Preferred Stock financial

"Series K Noncumulative Perpetual Preferred Stock"

A noncumulative perpetual preferred stock is a type of equity that pays regular dividends indefinitely but has no maturity date, and if the issuer skips a dividend payment those missed payments are not owed later. It sits above common shares in priority for income and liquidation, so it can offer steady income like a bond while still carrying equity risk. Investors should note the permanent nature and the risk that skipped dividends are permanently lost, making yield and issuer stability key considerations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 04/17/2026 - 04:22 PM

BNY Mellon reported that its Board appointed Charles F. Lowrey to the Risk Committee and the Corporate Governance, Nominating and Social Responsibility Committee, effective April 14, 2026. This supplements his earlier election as an independent director effective February 15, 2026.

Shareholders elected 11 directors to terms ending at the 2027 Annual Meeting, with each nominee receiving a majority of votes cast. For example, Charles F. Lowrey received 569,765,552 votes for, 2,037,150 against, and 744,006 abstentions, plus 50,748,197 broker non-votes.

Yes. In an advisory vote, shareholders approved BNY Mellon’s 2025 executive compensation, with 317,099,734 votes for and 253,650,298 against. This represents 55.56% support and 44.44% opposition, with 1,796,676 abstentions and 50,748,197 broker non-votes recorded.

Shareholders ratified KPMG LLP as BNY Mellon’s independent registered public accountants for the year ending December 31, 2026. The vote totaled 610,876,407 for, 11,747,746 against, and 670,752 abstentions, corresponding to 98.11% support and 1.89% against.

The amendment updates a prior report to add Charles F. Lowrey’s committee assignments and provide detailed results of the 2026 Annual Meeting votes. It clarifies governance structure and shareholder decisions on directors, executive compensation, and the appointment of KPMG LLP as auditor.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2025

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
Depositary Shares, each representing a 1/4,000th interest in a share of Series K Noncumulative Perpetual Preferred Stock	BK PRK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

EXPLANATORY NOTE

As previously disclosed, on December 9, 2025, the Board of Directors (the “Board”) of The Bank of New York Mellon Corporation (“BNY” or the “Company”) elected Charles F. Lowrey as an independent member of the Board, effective February 15, 2026. This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2025, to disclose Mr. Lowrey’s committee assignments, which had not been determined at the time of Mr. Lowrey’s election to the Board. This Current Report on Form 8-K/A also includes additional disclosure under Item 5.07.

ITEM 5.02.

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(d) On April 14, 2026, the Board appointed Mr. Lowrey to its Risk Committee and Corporate Governance, Nominating and Social Responsibility Committee, effective immediately.

ITEM 5.07.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 14, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). 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 2025 compensation of BNY’s named executive officers (proposal 2) and ratified the appointment of KPMG LLP as BNY’s independent registered public accountants for the year ending December 31, 2026 (proposal 3). Each of these proposals is described in detail in BNY’s definitive proxy statement, dated March 5, 2026, filed with the Securities and Exchange Commission.

The results were as follows:

1. The election of 11 directors for a term expiring at the end of our 2027 Annual Meeting of Stockholders:


Name of Director	For	Against	Abstained	Broker Non-Vote
Linda Z. Cook	557,476,289	14,040,474	1,029,945	50,748,197
Joseph J. Echevarria	517,158,037	54,616,170	772,501	50,748,197
M. Amy Gilliland	550,786,227	21,016,295	744,186	50,748,197
Jeffrey A. Goldstein	543,701,685	28,115,071	729,952	50,748,197
K. Guru Gowrappan	550,466,083	21,226,082	854,543	50,748,197
Charles F. Lowrey	569,765,552	2,037,150	744,006	50,748,197
Sandra E. “Sandie” O’Connor	568,067,727	3,771,362	707,619	50,748,197
Elizabeth E. Robinson	530,536,402	40,955,989	1,054,317	50,748,197
Rakefet Russak-Aminoach	567,593,596	4,054,694	898,418	50,748,197
Robin Vince	542,214,387	29,502,854	829,467	50,748,197
Alfred W. “Al” Zollar	567,676,532	4,060,517	809,659	50,748,197

2. Advisory vote to approve the 2025 compensation of BNY’s named executive officers:


For	Against	Abstained	Broker Non-Vote
317,099,734	253,650,298	1,796,676	50,748,197
55.56%	44.44%	*	*

3. Ratification of the appointment of KPMG LLP as BNY’s independent registered public accountants for the year ending December 31, 2026:


For	Against	Abstained	Broker Non-Vote
610,876,407	11,747,746	670,752	—
98.11%	1.89%	*	*

*	Abstentions and broker non-votes do not count as votes cast.

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.

Source: View Original Filing on SEC EDGAR

The Bank of New York Mellon Corporation

(Registrant)

Date: April 17, 2026

/s/ Jean Weng

4 documents