Bank of New York Mellon amends bylaws to tighten stockholder nomination rules

Bank of New York Mellon Corp

Amendments adopt universal proxy card rules from SEC; require proposing stockholders to request nomination forms in writing.
Enhanced information requirements for nominees and stockholder proponents, including representations and updated disclosures as of record and meeting dates.
Proposing stockholders must use a proxy card color other than white; failure to meet procedural requirements allows Board to disregard nomination.
Amendments reflect DGCL changes and adopt gender-neutral terminology for the Board Chair.
Bylaws effective August 8, 2023; full text filed as Exhibit 3.1.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.99

Bank of New York Mellon Corp: Board approved and adopted amendments to the Amended and Restated By-Laws effective August 8, 2023, revising procedural and information requirements for stockholder proposals and director nominations, including updates for 'universal proxy card' rules and developments in Delaware General Corporation (effective 2023-08-08).

Change: bylaw amendment
Effective: 2023-08-08

Exact text from the filing

On August 8, 2023, the Board of Directors (the "Board") of The Bank of New York Mellon Corporation (the "Corporation") approved and adopted amendments to the Corporation's Amended and Restated By-Laws, effective August 8, 2023 (as so amended, the "By-laws"). The amendments revise and clarify procedural and information requirements for the Corporation's stockholders proposing business for consideration or nominating persons for election to the Board at meetings of stockholders, including in order to provide an orderly process in consideration of the U.S. Securities and Exchange Commission's "universal proxy card" rules.

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Source: SEC EDGAR

accession 0001193125-23-210801

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