The Bank of New York Mellon (BK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 14, 2026, with virtual participation options for shareholders.

• Strong financial performance in 2025: record net income of $5.3B, revenue of $20.1B, pre-tax margin of 35%, and ROTCE of 26%.

• Total shareholder return since 2022 reached +178%, outperforming the S&P 500 Financials Index.

• Board and management focused on long-term value creation, disciplined execution, and transformation initiatives.

Voting matters and shareholder proposals

• Shareholders to vote on: election of 11 directors, advisory approval of 2025 executive compensation (say-on-pay), and ratification of KPMG LLP as independent auditor for 2026.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• Proxy access and majority voting standards in place; no supermajority or poison pill provisions.

Board of directors and corporate governance

• Board consists of 11 nominees, 10 of whom are independent; CEO is the only management director.

• Board diversity in tenure, background, and expertise; six directors added in the last five years.

• Lead Director role held by Joseph J. Echevarria; robust succession planning and annual board evaluations.

• Board committees (Audit, Risk, HRC, CGNSR, Finance, Technology) are composed entirely of independent directors.

• High director attendance (97% in 2025); strong orientation and continuing education programs.