Current Report Filing (8-k)
June 28 2018 - 3:51PM
Edgar (US Regulatory)
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): June 28, 2018
THE BANK OF NEW YORK
MELLON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-35651
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13-2614959
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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225 Liberty Street
New York, New York
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10286
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 8.01. OTHER EVENTS.
On June 28, 2018, The Bank of New York Mellon Corporation (the Company) announced that the Board of Governors of the Federal Reserve System
(Federal Reserve) did not object to its 2018 capital plan submitted to the Federal Reserve in connection with its Comprehensive Capital Analysis and Review. The Company also announced that its Board of Directors (the Board)
approved the repurchase of up to $2.4 billion of the Companys common stock, par value $0.01 per share (the Common Stock), over a four-quarter period beginning in the third quarter of 2018 and continuing through the second
quarter of 2019. The repurchases of Common Stock may be executed through open market purchases, in privately negotiated transactions or by other means, including through repurchase plans designed to comply with Rule
10b5-1
and through derivative, accelerated share repurchase and other structured transactions, in each case, at such prices and times and upon such other terms and conditions as any authorized officer of the
Company may determine. This new share repurchase plan replaces all previously authorized share repurchase plans. The 2018 capital plan also includes an approximately 17 percent increase to the Companys quarterly cash dividend, commencing
as early as the third quarter of 2018, from $0.24 to $0.28 per share of Common Stock, subject to Board approval.
The information presented in this
Current Report on Form
8-K
may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which may be expressed in a variety of ways,
including the use of future or present tense language, relate to, among other things, common stock repurchases and the level of dividend distributions. These statements are based upon current beliefs and expectations and are subject to significant
risks and uncertainties (some of which are beyond the Companys control). Actual outcomes may differ materially from those expressed or implied as a result of risks and uncertainties, including, but not limited to, the risk factors and other
uncertainties set forth in the Companys Annual Report on Form
10-K
for the year ended Dec. 31, 2017, the Quarterly Report on Form
10-Q
for the period ended
March 31, 2018 and the Companys other filings with the Securities and Exchange Commission. All statements in this Current Report on Form
8-K
speak only as the date of this filing and the Company
undertakes no obligation to update the information to reflect events or circumstances that arise after that date or to reflect the occurrence of unanticipated events, except as required by federal securities laws.
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.
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The Bank of New York Mellon Corporation
(Registrant)
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Date: June 28, 2018
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By:
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/s/ Craig T. Beazer
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Name:
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Craig T. Beazer
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Title:
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Secretary
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