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 | 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.
| The Bank of New York Mellon Corporation (Registrant) | ||||||
| Date: April 17, 2026 | By: | /s/ Jean Weng | ||||
| Name: | Jean Weng | |||||
| Title: | Secretary | |||||