THE BANK OF NEW YORK MELLON CORPORATION 6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV false 0001390777 0001390777 2020-03-30 2020-03-30 0001390777 us-gaap:CommonStockMember 2020-03-30 2020-03-30 0001390777 us-gaap:SeriesCPreferredStockMember 2020-03-30 2020-03-30 0001390777 us-gaap:PreferredStockMember 2020-03-30 2020-03-30

 

 

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): March 30, 2020

 

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

Depositary Shares, each representing 1/4,000th of a share of Series C Noncumulative Perpetual Preferred Stock

 

BK PrC

 

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 March 30, 2020, The Bank of New York Mellon Corporation (the “Company”) announced that the Board of Directors appointed Thomas P. (Todd) Gibbons as Chief Executive Officer, effective immediately. Mr. Gibbons was also appointed Chief Executive Officer of the Company’s wholly-owned principal subsidiary, The Bank of New York Mellon (the “Bank”), effective immediately. He will continue to serve as a director of the Company.

Biographical Background 

Mr. Gibbons, age 63, has served as interim Chief Executive Officer and a member of the Board of Directors since September 27, 2019. He previously served as Vice Chairman and Chief Executive Officer of Clearing, Markets and Client Management of the Company from January 2018. He served as Vice Chairman and Chief Financial Officer of the Company from July 2008 to January 2018. Mr. Gibbons 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.

Item 8.01. Other Events.

 

On March 30, 2020, the Company issued a press release announcing the appointment set forth in Item 5.02 above. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS

Exhibit
Number

   

Description

         
 

99.1

   

Press Release of The Bank of New York Mellon Corporation, dated March 30, 2020

         
 

104

   

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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: March 30, 2020

 

 

By:

 

/s/ James J. Killerlane III

 

 

Name:

 

    James J. Killerlane III

 

 

Title:

 

    Secretary

Exhibit 99.1

 

News Release   LOGO

 

Contacts:   

Media Relations:    

Manuel Goncalves

Phone: 212-635-1568, mobile: 973-809-1114

manuel.goncalves@bnymellon.com

  

Investor Relations:

Magda Palczynska

Phone: 212-635-8529, mobile: 646-789-1504

magda.palczynska@bnymellon.com

Thomas P. (Todd) Gibbons Appointed Chief Executive Officer of BNY Mellon

Joseph Echevarria Remains Independent Chairman of the Board

NEW YORK, March 30, 2020 — The Bank of New York Mellon Corporation (“BNY Mellon”) (NYSE: BK) announced today that Thomas P. (Todd) Gibbons has been appointed Chief Executive Officer, effective immediately. Mr. Gibbons has served as interim CEO since September 2019. Joseph Echevarria, a member of BNY Mellon’s Board of Directors since February 2015, will continue to serve as Independent Chairman of the Board.

Mr. Echevarria said, “We are excited to appoint Todd as our Chief Executive Officer, a role he has performed exceptionally on an interim basis. The Board conducted a comprehensive search process over a number of months, and we concluded he is the right person for the job. Todd is an accomplished and respected leader who is well known to all of our stakeholders, with a deep connection to the company and its client base. He has a tremendous understanding of what’s needed to drive the company’s success in the future, and we look forward to continuing to work with him.”

Prior to being named interim CEO in September, Mr. Gibbons served as Vice Chairman and CEO of Clearing, Markets and Client Management – a role that represented about half of BNY Mellon’s earnings. Prior to that role, he was BNY Mellon’s Chief Financial Officer for nine years, Chief Risk Policy Officer for six years, among others during his distinguished career with the company.

Mr. Gibbons said, “I am deeply honored to serve as CEO of BNY Mellon, a company to which I have dedicated my entire career. We are the trusted stewards of our clients’ businesses, and I look forward to working with the Board and leading our nearly 50,000 talented employees as we continue to evolve our great company. We will build on our strong foundation to continue to drive improved performance and innovation across BNY Mellon while also delivering on our promise to our clients, shareholders and employees.”

ABOUT BNY MELLON

BNY Mellon is a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment management and investment services in 35 countries. As of Dec. 31, 2019, BNY Mellon had $37.1 trillion in assets under custody and/or administration, and $1.9 trillion in assets under management. BNY Mellon can act as a single point of contact for clients looking to create, trade, hold, manage, service, distribute or restructure investments. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation (NYSE: BK). Additional information is available on www.bnymellon.com. Follow us on Twitter @BNYMellon or visit our newsroom at www.bnymellon.com/newsroom for the latest company news.

News Release   LOGO

 

Note to Editors:

Thomas P. (Todd) Gibbons

Mr. Gibbons currently serves as the Chief Executive Officer of BNY Mellon. Prior to that, Mr. Gibbons had been a Vice Chairman of BNY Mellon and CEO of Clearing, Markets and Client Management. In that role he oversaw the Pershing clearing business; the trading, financing, collateral and liquidity management solutions delivered through the Markets business; treasury services and commercial payment activities; the U.S. government securities clearance and U.S. tri-party repo businesses delivered through BNY Mellon Government Securities Services Corp; credit services; global client management; and regional area management. From 2008 through 2017, he served as CFO. Previously, for six years he was Chief Risk Policy Officer, overseeing credit, operational and market risk management of the company and The Bank of New York.

Mr. Gibbons also served as CFO of The Bank of New York for almost a year prior to the merger. He first joined The Bank of New York in 1986 and held top management positions in the capital markets business, including head of global treasury, with responsibility for asset and liability management, funding, money market trading, swaps and derivative products. Prior to joining The Bank of New York, he was assistant treasurer at Handy and Harman, a leading refiner, processor and fabricator of precious metals.

Mr. Gibbons is a member of BNY Mellon’s Executive Committee. He also serves on the advisory board of Wake Forest University’s Business School. He holds a B.S. in Business Administration from Wake Forest University and an MBA from Pace University.

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