8-K

The Bank of New York Mellon Corporation

(Registrant)

Date: July 21, 2020

/s/ James J. Killerlane III

James J. Killerlane III

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): July 17, 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 July 21, 2020, The Bank of New York Mellon Corporation (the “Company”) announced that on July 19, 2020, the Board of Directors of the Company appointed Emily Portney as Chief Financial Officer, effective immediately.

Ms. Portney succeeds Michael Santomassimo, who resigned as Chief Financial Officer of the Company, effective as of July 17, 2020.

Ms. Portney, age 48, most recently led the client management, sales and service teams for the Company’s Asset Servicing business globally, and oversaw the Americas region for the Asset Servicing business. Prior to joining the Company in 2018, Ms. Portney served as Chief Financial Officer for Barclays International and as the Chief Financial Officer of North America for Visa Inc. Prior to such roles, Ms. Portney spent 22 years at JPMorgan Chase & Co., where she served as Global Head of Clearing and Collateral Management and Chief Financial Officer of Equities and Prime Services. Ms. Portney has no family relationship with any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company has not entered into any material plan, contract or arrangement to which Ms. Portney is a party or in which she participates in connection with her appointment as Chief Financial Officer. In the event of such a material plan, contract or arrangement, the Company will file an amendment to this report within four business days thereof.

Item 8.01.

Other Events.

On July 21, 2020, the Company issued a press release in connection with the appointment and departure 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 July 21, 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.

EX-99.1

Exhibit 99.1


News Release

Contacts:

Media

Manny Goncalves

+1 973 809 1114

manuel.goncalves@bnymellon.com

Analysts
Magda Palczynska
+1 212 635 8529

magda.palczynska@bnymellon.com

Emily Portney Appointed as Chief Financial Officer of BNY Mellon

NEW YORK, July 21, 2020 — The Bank of New York Mellon Corporation (“BNY Mellon”) (NYSE: BK) announced today that Emily Portney has been appointed Chief Financial Officer, effective immediately, succeeding Mike Santomassimo, who has informed the company of his decision to leave. Ms. Portney will report to Todd Gibbons, CEO of BNY Mellon, and will join BNY Mellon’s Executive Committee.

“As part of the ongoing evolution and transformation of our business and our operating model, we are happy to appoint Emily Portney as the new CFO,” said Todd Gibbons, CEO of BNY Mellon. “Emily is an accomplished and respected industry leader, with deep industry knowledge and connections to our client base. She provides the critical business and client-centric perspective that the role of CFO requires, and will join the other members of the Executive Committee in executing on our strategy, which is centered on driving growth, increasing efficiency and scaling our operating model, and fostering a high-performance culture.”

Ms. Portney most recently led the client management, sales and service teams for BNY Mellon’s Asset Servicing business globally. She also oversaw the Americas region of the Asset Servicing business.

“I am honored to serve as CFO of BNY Mellon,” Ms. Portney said. “We have a strong balance sheet and a vibrant business, and we will continue to focus on quality and efficiency in our operating model to support growth and an exceptional client experience.”

Prior to joining BNY Mellon, Ms. Portney served as Chief Financial Officer for Barclays International, where she helped to establish the non-ring-fenced bank, and led a global organization spanning the Corporate and Investment Bank, the Private Bank, and the Cards and Payments businesses. She spent 22 years at JPMorgan, where she was the Global Head of Clearing and Collateral Management, among other roles. She started with JPMorgan in 1993, and performed various roles over the course of her career, including the CFO of Equities and Prime Services.

Ms. Portney serves on the Board of Directors for MarketAxess, a publicly traded corporation, and for The Depository Trust & Clearing Corporation (DTCC). She holds a Master of Business Administration from Columbia Business School and a bachelor’s degree from Duke University.

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 and wealth management and investment services in 35 countries. As of June 30, 2020, BNY Mellon had $37.3 trillion in assets under custody and/or administration, and $2.0 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.

*****

Document and Entity Information	Jul. 17, 2020
Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001390777
Document Type	8-K
Document Period End Date	Jul. 17, 2020
Entity Registrant Name	THE BANK OF NEW YORK MELLON CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35651
Entity Tax Identification Number	13-2614959
Entity Address, Address Line One	240 Greenwich Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10286
City Area Code	212
Local Phone Number	495-1784
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.01 par value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	BK
Security Exchange Name	NYSE
Depositary Shares, each representing 1/4,000th of a share of Series C Noncumulative Perpetual Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing 1/4,000th of a share of Series C Noncumulative Perpetual Preferred Stock
Trading Symbol	BK PrC
Security Exchange Name	NYSE
6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV
Entity Information [Line Items]
Title of 12(b) Security	6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV
Trading Symbol	BK/P
Security Exchange Name	NYSE