Amendment to Current Report (Form 8-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

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 9, 2025

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

EXPLANATORY NOTE

As previously disclosed, on December 9, 2025, the Board of Directors (the "Board") of The Bank of New York Mellon Corporation ("BNY" or the "Company") elected Charles F. Lowrey as an independent member of the Board, effective February 15, 2026. This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2025, to disclose Mr. Lowrey's committee assignments, which had not been determined at the time of Mr. Lowrey's election to the Board. This Current Report on Form 8-K/A also includes additional disclosure under Item 5.07.

(d) On April 14, 2026, the Board appointed Mr. Lowrey to its Risk Committee and Corporate Governance, Nominating and Social Responsibility Committee, effective immediately.

On April 14, 2026, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, each nominee for director was elected by a majority of votes cast (proposal 1). In addition, stockholders approved, on an advisory basis, the 2025 compensation of BNY's named executive officers (proposal 2) and ratified the appointment of KPMG LLP as BNY's independent registered public accountants for the year ending December 31, 2026 (proposal 3). Each of these proposals is described in detail in BNY's definitive proxy statement, dated March 5, 2026, filed with the Securities and Exchange Commission.

The results were as follows:

1. The election of 11 directors for a term expiring at the end of our 2027 Annual Meeting of Stockholders:

2. Advisory vote to approve the 2025 compensation of BNY's named executive officers:

3. Ratification of the appointment of KPMG LLP as BNY's independent registered public accountants for the year ending December 31, 2026:

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.