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): December 11, 2012
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.) | ||
| One Wall 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)) |
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e) On December 11, 2012, Gerald L. Hassell, Chairman, President and Chief Executive Officer of The Bank of New York Mellon Corporation (the “Company”), waived the remaining provisions of his Transition Agreement that the Company assumed from The Bank of New York Company, Inc. in 2007. The Company and Mr. Hassell entered into a waiver agreement, which is attached as Exhibit 10.1 and incorporated herein by reference. As a result, no Company executive officer is party to an employment agreement (or other individual severance arrangement).
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | EXHIBITS. |
| Exhibit Number |
Description | |
| 10.1 | Wavier Agreement between Gerald L. Hassell and the Company, dated December 11, 2012 | |
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 | ||
| By: | /s/ Craig T. Beazer | |
| Craig T. Beazer | ||
| Assistant Secretary | ||
Dated: December 17, 2012
EXHIBIT INDEX
| Number | Description | Method of Filing | ||
| 10.1 | Wavier Agreement between Gerald L. Hassell and the Company, dated December 11, 2012 | Filed herewith | ||
Exhibit 10.1
[BNY Mellon Letterhead]
December 11, 2012
The Bank of New York Mellon Corporation
One Wall Street
New York, New York 10286
Attn: Jane Sherburne, General Counsel and Corporate Secretary
| Re: | Waiver of Transition Agreement |
Dear Jane:
This letter is in reference to the Transition Agreement, dated June 25, 2007, between The Bank of New York Company, Inc. and myself (“Transition Agreement”) and assumed by The Bank of New York Mellon Corporation. I hereby waive any and all remaining rights that I may otherwise be entitled to under the Transition Agreement.
| Sincerely, |
| /s/ Gerald L. Hassell |
| Gerald L. Hassell |
| Accepted and Agreed: | ||
| /s/ Jane Sherburne | ||
| The Bank of New York Mellon Corporation | ||
| By: | Jane Sherburne, General Counsel and Corporate Secretary | |