Current Report Filing (8-k)
June 27 2019 - 3:48PM
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 27, 2019
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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240 Greenwich 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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☐
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.01 par value
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BK
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New York Stock Exchange
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Depositary Shares, each representing 1/4,000th of a share of Series C
Noncumulative Perpetual Preferred Stock
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BK PrC
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New York Stock Exchange
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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)
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BK/P
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New York Stock Exchange
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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. ☐
On June 27, 2019, The Bank of New York Mellon Corporation (the Company) announced that its Board of Directors (the Board) approved
the repurchase of up to $3.94 billion of the Companys common stock, par value $0.01 per share (the Common Stock), beginning in the third quarter of 2019 and continuing through the second quarter of 2020. 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 Company also intends to increase its quarterly cash dividend on the Common Stock from $0.28 to $0.31 per share, commencing as early as the third quarter of 2019, 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, 2018, the Quarterly Report on
Form 10-Q
for the period ended March 31, 2019 and the Companys other
filings with the Securities and Exchange Commission. All statements in this Current Report on
Form 8-K
speak only as of 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.
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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 27, 2019
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By:
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/s/ James J. Killerlane III
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Name:
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James J. Killerlane III
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Title:
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Secretary
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3
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