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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): September 23, 2025
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 |
Name of each exchange on which registered |
||
| Common Stock, $0.01 par value | BK | 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 | ||
| Depositary Shares, each representing a 1/4,000th interest in a share of Series K Noncumulative Perpetual Preferred Stock | BK PRK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.03. | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
On September 23, 2025, The Bank of New York Mellon Corporation (the “Registrant”) filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which, effective upon filing, eliminated from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its Series G Noncumulative Perpetual Preferred Stock (the “Series G Preferred Stock”). All outstanding shares of the Series G Preferred Stock were redeemed on September 20, 2025. A copy of the Certificate of Elimination relating to the Series G Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) EXHIBITS
| Exhibit Number |
Description |
|
| 3.1 | Certificate of Elimination of the Registrant with respect to the Series G Preferred Stock, dated September 23, 2025 | |
| 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: September 23, 2025 | By: | /s/ Jean Weng |
||||
| Name: | Jean Weng | |||||
| Title: | Secretary | |||||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES G NONCUMULATIVE PERPETUAL PREFERRED STOCK
$0.01 PAR VALUE
OF
THE BANK OF NEW YORK MELLON CORPORATION
THE BANK OF NEW YORK MELLON CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) thereof, does hereby certify that the following resolutions included in the resolutions adopted by the Board of Directors of the Corporation (the “Board”) on August 11, 2025, with respect to its Series G Noncumulative Perpetual Preferred Stock (the “Series G Preferred Stock”) and the Certificate of Designations with respect to the Series G Preferred Stock as filed with the Secretary of State of the State of Delaware on May 15, 2020, were duly adopted upon the completion of the redemption of all outstanding shares of the Series G Preferred Stock:
RESOLVED, that pursuant to Section 151 of the General Corporation Law of the State of Delaware and in accordance with the resolutions of the Board, adopted at a meeting duly called and held on February 20, 2020, the provisions of the Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Corporation and applicable law, a Pricing Committee of the Board, by a written consent dated as of May 9, 2020, authorized the creation and issuance of 10,000 shares of Series G Noncumulative Perpetual Preferred Stock, par value $0.01 per share (the “Series G Preferred Stock”), of the Corporation, and established the designation, voting rights, preferences, redemption rights, qualifications, privileges, limitations, restrictions and special or relative rights thereof, and authorized the filing of the Certificate of Designations with respect to the Series G Preferred Stock (the “Series G Certificate of Designations”) with the Secretary of State of the State of Delaware; and it is further
RESOLVED, as of the date hereof, no shares of the Series G Preferred Stock are outstanding and no shares of the Series G Preferred Stock will be issued subject to the Series G Certificate of Designations; and it is further
RESOLVED, that when a certificate setting forth this resolution becomes effective, it shall have the effect of eliminating from the Restated Certificate of Incorporation all matters set forth in the Series G Certificate of Designations with respect to the Series G Preferred Stock; and it is further
RESOLVED, that any officer of the Corporation with the title of Chief Executive Officer, Chief Financial Officer, Vice Chair, General Counsel, Secretary, Controller, Treasurer or Assistant Secretary is hereby authorized, in the name and on behalf of the Corporation, to prepare, execute and file with the Secretary of State of the State of Delaware a Certificate of Elimination relating to Series G Preferred Stock.
[Reminder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned Corporation has caused this Certificate to be signed by a duly authorized officer this 23rd day of September, 2025.
| THE BANK OF NEW YORK MELLON CORPORATION | ||
| By: | /s/ Tiffany Eng |
|
| Name: Tiffany Eng Title: Managing Director and Treasurer |
||
[Signature Page to Certificate of Elimination]