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AGM 2023

Apr 12, 2023

Joe Echevarria
Independent Chair of the Board of Directors, The Bank of New York Mellon Corporation

Morning. My name is Joe Echevarria. I'm the chair of The Bank of New York Mellon Corporation Board of Directors. We are very pleased that you're able to join us for our 2023 annual meeting of stockholders. As chair of the board of directors, I'll preside over the meeting. Let me provide an overview of how our meeting will proceed. First, I'll call the meeting to order. I'll turn the meeting over to our President, Chief Executive Officer, and fellow member of the board, Robin Vince. Robin will make several introductions, go over some of the procedural matters necessary for our corporate record keeping, and introduce the formal business of the meeting, including the six items of our agenda. He will pause for questions and open the polls for voting on those six items.

After the polls are closed, our Corporate Secretary, Jim Killerlane , will report on the voting results. Following that, I'll adjourn the meeting, and Robin will take general questions from the stockholders. I'll now call this meeting to order and turn it over to Robin.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Thank you, Joe, and thank you to our stockholders who are joining us today. It is great to welcome you here in person. As a reminder, this meeting is being recorded and no one attending is permitted to use any audio recording device. I'm gonna offer my assessment of BNY Mellon's performance in 2022 and some direction of where we're headed in a moment. First, I want to acknowledge that 2022 was a particularly challenging year for many across several dimensions. We had persistently high inflation. We had significant declines and volatility across both equity and fixed income markets, and elevated geopolitical tensions, including the war in Ukraine, just to name a few. 2023 is also off to a volatile start, given the unprecedented deposit runs and consequent ad-abrupt failures of Silicon Valley and Signature Banks last month.

Against this complicated backdrop, I'm very proud of how BNY Mellon has shown up and performed for our clients and for the industry throughout 2022, and again just this past month. Just as we were there for our clients during the global financial crisis and COVID-19, we have been here again, this time to support clients with our balance sheet, continuity of service, and execution of surge volumes. As the world's largest global custodian that acts as a comprehensive platform for the financial markets of the world, touching about 20% of all investable assets, our duty extends well beyond ourselves, and we take that very seriously. We've built up a legacy of client and industry trust over nearly 240 years, and recent events demonstrate that once again, resiliency is the cornerstone of our business, and this presents a differentiating value add for our company.

Recent events have certainly highlighted the critical importance of robust asset and liability management for all financial services participants. As one of the largest banks in the United States, we are held and we hold ourselves to a high standard, including more stringent capital and liquidity requirements. Unrealized losses related to our available for sale investment securities portfolio are already reflected in our capital ratios. We constantly perform internal stress scenarios that go well beyond regulatory requirements. We have a robust liquidity management framework, which includes risk metrics such as concentration limits and liquidity stress testing protocols. Beyond these attributes, I'm immensely proud of our people who jumped into action on behalf of our vast client base, demonstrating the best of BNY Mellon and helping to support global market stability.

Over the past few weeks, we've been delivering insights to help our clients understand implications for them and for their portfolios. We're providing liquidity, navigating historic moves in our markets business, and we're effectively managing surge transaction volumes across many of our businesses. Once again, we're supporting our clients with our strong, highly liquid, lower credit risk, and well-capitalized balance sheet at a time when they need it most. Now turning to our 2022 performance, we delivered solid results amid a persistently challenging operating environment, demonstrating our characteristic resilience as a company. We ultimately reported EPS of $2.90, revenue of $16.4 billion, and a return on common equity of 7%. Adjusting for the impact of notable items, EPS increased by 8% year-over-year to $4.59.

Revenue was up by 6% to $16.9 billion, and our return on tangible common equity was a very healthy 21%. Across our diversified portfolio of businesses, we saw healthy underlying growth in our security services and our market and wealth services segments. While our investment and wealth management segment felt the strain of continued decline in global market values and client de-risking. Firm-wide, we continuously positioned ourselves to derive meaningful benefit from the upward move in interest rates. Over the course of 2022, we meaningfully reduced the duration and improved the risk and liquidity profile of our securities portfolio while keeping over 60% of the book designated as available for sale. These actions will continue to provide us with ample flexibility as we move through 2023 to adjust to changing market and interest rate conditions.

Underneath the numbers, we saw a broad-based pickup in sales momentum with both new and existing clients. Among other benefits, this drove organic growth in our assets under custody and/or administration and net inflows into assets under management. We also continued to make measurable progress across our most critical long-term growth initiatives, such as our investments in Pershing X, the reimagining of custody and collateral, real-time and immediate payments, and blockchain and tokenized assets. Just two weeks ago, Fortune named BNY Mellon, America's oldest bank, among America's most innovative companies. This is another validation and one that we're quite proud of for being recognized for what our employees and clients see every day. Over the course of the year, we returned $1.3 billion of capital to our shareholders, and we increased our quarterly cash dividend on common stock by 9% in the third quarter.

Our capital ratios were flat or higher versus a year ago levels, comfortably above regulatory requirements, as well as our more stringent management targets. Our liquidity coverage ratio ended the year at 118%, up 9 percentage points year-over-year and well above regulatory minimums. Moving beyond the numbers, our scale and significance mean that we play an important role in society, granting us the responsibility of helping the financial system work better for everyone. Over the course of 2022, we announced strategic alliances with local banks to bring our suite of services to communities far removed from major centers of capital, doing our part to democratize quality financial services for more participants. We work with minority and veteran-owned broker-dealers across our businesses, and a number of these firms helped us underwrite and distribute some of our own bond issuances last year.

We collaborate with Howard University through our Dreyfus Investment firm. In 2022, we launched the BOLD Initiative, which stands for Black Opportunity for Learning and Development, to help support Howard's at-need students with grant money, reducing their financial obligations and improving graduation rates, just to name a few examples. We're proud of the impact that we've made on communities in 2022, and we intend to expand these initiatives in 2023. Beyond inclusion, we're also looking at new ways of driving a more sustainable future, leveraging our capabilities to increase our focus on responsible investment. We continue to be a leading green bond trustee globally, and our industry leadership in real-time payments will help reduce the financial industry's carbon footprint. We also remain firmly committed to driving a culture of inclusion and advancing diverse representation at every level of our company.

We believe that that fosters innovation and better commercial outcomes, and it helps us to attract top-tier talent globally. On this topic, I'd like to recognize Hanneke Smits, CEO of our investment management business, for recently being named Global Chair of the 30% Club. This club aims to increase women representation to at least 30% on boards and C-suites globally, a measure that we as a company already meet at our own board and executive committee levels. Looking ahead, I'm excited about our exceptional client franchise, our central role in global financial markets, and the opportunity that lies ahead. Still, as I wrote in my shareholder letter, while our company has done many things well in the past, most notably around improved resiliency and innovation, our long-term financial performance has not lived up to our potential.

We recognize the need to drive more profitable growth as we move forward. That will come from executing with surgical precision and urgency against our critical long-term growth investments and driving new business growth at higher marginal returns than what we've been willing to accept in the recent past. It will also come from better connecting the dots for our clients. I'm regularly meeting with clients, one consistent piece of feedback that I hear is that they want to do more business with us. It's on us to make that easier for them. Our One BNY Mellon program promotes and incentivizes multi-business solutions and making BNY Mellon simpler to work with. As one example, we've accelerated onboarding of new clients and their accounts while continuing to tightly manage risk and KYC and AML requirements. Importantly, we're bending the cost curve.

Expense growth has been too high the past two years, and my leadership team and I are fully committed to instilling further discipline across the firm. In 2023, a sense of purpose, execution, and efficiency will be key to driving long-term profitable growth and improved pre-tax margins for our company. While I'm conscious of the work that remains, I strongly believe in our company's potential, and we intend to provide all of you with regular updates along the way.With that, I'd like to now introduce the other members of our board of directors. As I call each name of the directors in the room, I'd ask the director to stand, but if you could please hold your applause until all of our directors have been introduced. Linda Cook. Amy Gilliland. Jeffrey Goldstein. Guru Gowrappan. Ralph Izzo. Sandie O'Connor. Elizabeth Robinson. Frederick O. Terrell. Alfred W. Zollar.

Please join me in a round of applause for our directors. The executive committee is the senior-most management team within the company and plays a major role in driving our corporation's success. Several members of our executive committee are joining us in the front of the room today. I'd ask them to please stand. Finally, I'd like to welcome our employees, many of whom are joining us by audio this morning, in several cases as first-time stockholders. In addition, Megan Reardon and Noel Crocker of KPMG LLP, representatives from our independent registered public accountants, are also joining us today. They will be available to take questions during the question and answer portion of the meeting. The proxy holders for this annual meeting are James Killerlane, Zachary Levine, and Blair Petrillo. Our inspectors of election are Michelle Terry Cabrera and Alina Radin.

James Killerlane is also acting as secretary for the annual meeting. Mr. Killerlane will go over some of the rules and procedural matters, first a reminder that stockholder questions are welcome, but conducting the business set out in the agenda for the benefit of all stockholders will be paramount. Please reserve any questions or comments on the agenda items for the meeting until all items have been introduced, please hold questions of a more general nature until the business of the meeting has been concluded. Now, Jim will go over some procedural items.

James Killerlane
Corporate Secretary, Managing Director and Deputy General Counsel, BNY Mellon

Thank you, Robin. The following rules have been established to govern the conduct of this meeting. Because this is a meeting of our stockholders, only our stockholders are permitted to vote and ask questions during the annual meeting. You need to have held stock as of the close of business on the record day of February 16, 2023 to vote or ask questions while participating in the annual meeting. Business will be taken up in the order set forth on the agenda, a copy of which is on your seat. The company does not intend to address any questions that do not conform with the annual meeting rules of conduct. If you need to refer to the applicable rules, a copy of them has been provided with the agenda. In the interest of fairness to all stockholders, these rules will be strictly observed.

I will now turn to the formalities that are necessary for our record keeping. I have in my possession a copy of the notice of this meeting, together with affidavits showing that the notice, the proxy statement, and the annual report were duly mailed on March first, two thousand twenty-three to stockholders of record as of the close of business on February sixteenth, two thousand twenty-three, which is the record date for determining persons entitled to vote at this meeting. In addition, I have in my possession the oaths subscribed to by the inspectors of election. I also have in my possession certified lists of the stockholders of the corporation as of the close of business on February sixteenth, two thousand twenty-three.

A copy of the list of stockholders entitled to vote at this meeting was available for inspection by stockholders during normal business hours at the corporation's offices at 240 Greenwich Street, New York, New York, for 10 days prior to the day before this meeting. As of the close of business on February 16, 2023, there were 799,675,964 shares of common stock outstanding, with each share being entitled to 1 vote per share. The number of shares necessary for a quorum is a majority of the shares outstanding on the record date. The number of votes for which proxies have been received to date total approximately 87.33% of the total eligible votes. Accordingly, a quorum is present and the meeting is duly constituted.

Votes represented by proxies received this morning, as well as those to be voted in person, will be included in the inspector's report, which will be filed with the records of the meeting. That concludes my report on the formalities of the meeting.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Thank you, Jim. The meeting is now duly called and organized, a quorum is present. I'll now proceed with the business of the meeting. I've moved all of the management proposals set forth in the proxy statement. We will take questions on the proposals after all of them have been presented. The first proposal for stockholder consideration is the election of the slate of 11 directors nominated in accordance with the bylaws, as set forth in the proxy statement. The second proposal for stockholder consideration is an advisory vote for the approval of the 2022 compensation of our named executive officers, as disclosed in our proxy statement. The third proposal for stockholder consideration is an advisory vote to recommend the frequency with which we conduct a say on pay vote, as set forth in the proxy statement.

The fourth proposal for stockholder consideration is the ratification of the appointment of KPMG LLP as the corporation's independent auditor for 2023. The fifth proposal for stockholder consideration is the approval of the 2023 long-term incentive plan, as set forth in the proxy statement. The sixth proposal for stockholder consideration is a stockholder proposal regarding stockholder ratification of certain executive severance payments. The proposal is set out in detail starting on page 99 of the proxy statement. Is Mr. Chevedden in the room? Please, Mr. Beatty, be recognized and state your name, who has provided you with the authority, and then we can proceed.

Glenn Beatty
Company Representative

I'm representing John Chevedden . My name is Glenn Beatty.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Thank you. Please proceed with your script.

Glenn Beatty
Company Representative

Proposal 6. Proposal 6, shareholder ratification of excessive termination pay. Shareholders request that the board seek shareholder approval of any senior management's new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive's base salary plus target short-term bonus. The board shall retain the option to seek shareholder approval after material terms are agreed upon. Generous performance-based pay can sometimes be justified, but shareholder ratification of golden parachute severance packages with a total cost exceeding 2.99 times base salary plus target short-term bonus better aligns man-management pay with shareholder interests. For instance, at 1 company that does not have this policy, if the CEO is terminated, he could receive $44 million in termination pay over 10 times his base salary plus short-term bonus.

In the event of a change in control, the same person could receive a whopping $124 million in accelerated equity payouts even if he remained employed. Shareholder proposals like this proposal received between 51% and 65% support at FedEx, Spirit AeroSystems, Alaska Air, and Fiserv. Please vote yes, shareholder ratification of excessive termination pay, proposal 6.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Thank you, Mr. Beatty. I'll now take any questions or comments regarding any of the foregoing proposals. One second. Almost. Your time has almost come, Mike. As mentioned earlier, please hold any questions of a general nature, such as those related to our businesses or financial performance, until the appropriate question and answer period after the formal business of the meeting has been completed. Only questions related to the proposals as presented will be addressed at this time. If you wish to ask a question, please raise your hand and wait to be recognized. When recognized, please step to the nearest microphone, state your name and whether you are a stockholder of record or hold a proxy for another stockholder. Proceed with your question or comment, which should be limited to three minutes. Are there any questions? Mike Mayo.

Mike Mayo
Managing Director, Head of U.S. Large-Cap Bank Research, Wells Fargo Securities

Mike Mayo. I own 2 shares with the explicit purpose of attending annual meetings. I hold these shares for the 20 largest banks. I'm a Wall Street analyst. I have full access to management, unlike times when I've been shut out of banks this is my 4th decade of doing this. I would like to commend this best-in-class practice of having in-person annual meetings. I think it's terrible that so many have gone to a virtual format, especially after Silicon Valley. Instead of having faceless overseers of management, it's nice to see faces that represent the people overseeing management. That's my lead into item number 1, the election of directors. The question is for the chair, Joe. Look, you've had 4 CEOs in 6 years.

What is the evidence so far that Robin Vince was the right choice to take over a CEO, last August 31st?

Joe Echevarria
Independent Chair of the Board of Directors, The Bank of New York Mellon Corporation

Mike, first, thank you for the kind words. I appreciate them. And I'll try to be brief, and please make sure that I'm responsive to your question, Mike. The evidence, just as a quick reminder, I know you know this for the benefit of all the shareholders. Remember Robin's previous experience at another institution. He had 25 years in combination of global markets, treasury, risk, head of ops, and he came here, and he took over essentially a portfolio that was half of our enterprise in a similar vein. In terms of evidence, now, seven months does not make a career, let's make that very clear. I think, and I'll ask my board members to add anything to my comments.

When I think about the seven months that we've had so far, and again, I'm speaking for behalf of the board, I think about the ecosystem of a CEO in a couple of domains. Number one is board engagement, right here in this very room. One of those things is forward-looking, dealing with agendas that not are proscriptive but are advanced. Think of effectiveness of a board. Think of meetings before the meetings with the board, developing relationships outside the room. Check to all those boxes. Let's go strategy, corporate strategy. Strategy, in my simple ruling, is nothing more than taking steps in the direction of your vision. One of the very first things is, what is the vision reframing what winning is?

Strategic choices that we're making around tactics, bold moves, no regret bets, and lastly, and equally importantly, making sure that capital is appropriately allocated across constituencies. Check. I move to another domain, Mike, and I move to something called, in my mind, organizational alignment. Think of team, think of resolve, think of culture beyond engagement, and think of design of an organization that creates speed, stability, but a bias to actions and outcomes, which is part of your question. Check. If I go to external stakeholders, and I think about that. There's always a few moments of truth when you're dealing with external stakeholders, and I would tell you that we've navigated those moments of truth, and I'm sure there will be more to come. They have to be purpose-driven. I think Robin's opening comments covered both of those points, but I'll be briefly.

Let me get to the last piece, which is team and process, the way I think about it. In team and process, it's very simple. Team, matching skills to value add. That's a redistribution. Taking the design of the organizational model and trying to move to a place where you have resolve to take action. Check. Probably the most important is personal norms, how he conducts himself. Are you doing the things that only you can do? You're the CEO. There are things that require you to do them, which also requires you to be leveraged in introducing things. Also introducing authenticity, candor, directness, bias to action, bias to outcome. Check. 7 months in, that would be my scorecard. I don't know if the board wants to modify, alter, change, make better. Any comments? Good?

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Great. Thank you. Thank you, Joe. I'm gonna recognize, another stockholder.

Michael Piccirillo
Representative, Carpenter Union Pension Fund

I have a question that's on-.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

If you could please, just introduce yourself.

Michael Piccirillo
Representative, Carpenter Union Pension Fund

I'll get to that.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Okay.

Michael Piccirillo
Representative, Carpenter Union Pension Fund

I'm proposal number 2. I'm not just jumping the gun and, you know. Mr. Chairman, my name is Michael Passacantillo . I represent Carpenter Union Pension Fund that collectively hold 1,468,026 shares of BNY Mellon common stock. As long-term shareholders, we strongly support the board, its governance practices, and executive compensation. My question relates to the executive compensation plan. The U.S. Securities and Exchange Commission has instituted new disclosure requirements concerning compensation actually paid to senior executives and pay versus performance illustrations. Has the preparation of these disclosures prompted any committee reconsideration of its practices concerning a mix of compensation provided, the financial and qualitative metrics used or named officers target compensation levels? Thank you.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Well, I'm gonna hand over to Linda Cook, who chairs our Human Resources and Compensation Committee, and then, Linda, please.

Linda Z. Cook
Independent Director, The Bank of New York Mellon Corporation

Yeah. Thanks, Michael, for the question. These new rules were just introduced this year on this new table around pay for performance. We had to include in the disclosures, which we did. We looked at it carefully as a committee, and we looked at competitive, what was going on in the marketplace. We have our external consultant, Meridian, advising us also, taking all of that into account. You know, we made the decisions that we made around the payout comes for this year. We'll continue to watch that space going forward. Every company is in this new world now where we're making that disclosure, and we'll see what other companies do going forward with it.

Michael Piccirillo
Representative, Carpenter Union Pension Fund

Thank you.

Linda Z. Cook
Independent Director, The Bank of New York Mellon Corporation

You're welcome.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Thank you for your question. Mike Mayo.

Mike Mayo
Managing Director, Head of U.S. Large-Cap Bank Research, Wells Fargo Securities

Item 2, advisory vote on compensation. Why did BNY Mellon raise the bar for the payout of PSUs? I know that's half of the incentive pay. The 100% payout threshold increased from 15.5% in 2021 to 20.5% in 2022 to 21% in 2023. You're raising the bar for a 100% payout of PSUs, and that's after a period when the last decade you didn't exceed that 21% level. I'm just trying to reconcile your higher bar with your lack of reaching that for the last decade.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Linda.

Linda Z. Cook
Independent Director, The Bank of New York Mellon Corporation

Thanks for the question. I assume you're not complaining that we've raised the bar for payout for our executives.

Mike Mayo
Managing Director, Head of U.S. Large-Cap Bank Research, Wells Fargo Securities

This is the first time I've ever had to ask the question in this direction.

Linda Z. Cook
Independent Director, The Bank of New York Mellon Corporation

Good. Thank you. As you know, the PSUs are one component of our compensation for the executives at Bank of New York. We have our base pay, we have an annual cash bonus, we have restricted shares, we have the performance shares. The performance shares now we have two performance metrics. One. relative total shareholder return. Doesn't change year after year. On the ROTCE target, we do look at where that target and range is set each year based on a number of factors. Those include what's going on in the macro environment, so markets, interest rates, a big change over the last 12-24 months with respect to those. We look at management's own forecasts and aspirations.

We also, as a board, think about what our own expectations are for management when it comes to expense management and growth and other important things. Taking all of that into consideration, we felt like the increase was warranted, and hopefully, they'll beat it and exceed it, and they'll get rewarded for it.

Mike Mayo
Managing Director, Head of U.S. Large-Cap Bank Research, Wells Fargo Securities

It sounds like a lot of this really is the higher level of interest rates environment.

Linda Z. Cook
Independent Director, The Bank of New York Mellon Corporation

Part of it did, but also, honestly, Robin's aspirations for where he wants to take the company over the next three years and our expectations for what the management should deliver.

Mike Mayo
Managing Director, Head of U.S. Large-Cap Bank Research, Wells Fargo Securities

Thank you.

Linda Z. Cook
Independent Director, The Bank of New York Mellon Corporation

On behalf of the shareholders. Yeah. Thanks.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Any other stockholder questions? Okay. Hearing no further questions on the proposals, I now call for a vote. At this time, ballots will be distributed to those persons who are stockholders and who have not already voted or who may wish to change their previously cast vote. Please note that any stockholder who has sent in a proxy card or voted by internet or telephone does not need to execute a ballot unless you wish to change your vote. If you have a legal proxy issued by your broker, please hand it in with your ballot. If you would like a ballot, please raise your hand and a ballot will now be distributed to you. The polls are now open and will remain open until voting has been completed. Please collect the ballots, after which I will declare the polls closed.

Are there any registered stockholders who have not turned in their ballots? If so, please raise your hand. I hereby declare that the polls are closed on all matters being voted upon by the stockholders and ask the Corporate Secretary to prepare his report. While we wait for the Corporate Secretary's report, please enjoy this brief video.

Speaker 8

You know it's not the same as it was. As it was. You know it's not the same. Answer the phone. Harry, you're no good alone.

Now that we're doing a lot of things with repo and some of those other global things that we're doing, that actually we need BNY's service, it's really been amazing.

Explain a little bit more about what Prismo does is that it's a suite of software to help advisors help people make better financial decisions.

Michael Piccirillo
Representative, Carpenter Union Pension Fund

Next step in that journey to have an interconnected framework of real-time payments.

Speaker 8

The same as it was. As it was. It just does. You know it's not the same as it was. As it was. As it was. You know it's not the same. Oh, Betty Lou, they're playing me too. I don't want to talk about the way it was. Leave America, this boy. I don't want to talk about it anymore. As it was. You know it's not the same as it was. As it was. As it was.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

I'd now ask the Corporate Secretary to report the preliminary voting results. Jim.

James Killerlane
Corporate Secretary, Managing Director and Deputy General Counsel, BNY Mellon

Thank you, Robin. I will now proceed with my preliminary report on the vote. The inspectors of election have counted the votes cast and have submitted their preliminary report. There were 698,436,071 shares voted, equal to 87.33% of the common shares outstanding. Final vote totals for each agenda item will be posted in a timely manner on our website, www.bnymellon.com, and reported on a current report on Form 8-K filed with the SEC. Excuse me, sorry. As to the election of directors, of the total votes cast, each director received between 95.39% and 99.32% of four votes.

As to the advisory resolution to approve the 2022 compensation of our named executive officers, approximately 95.07% of the votes cast were voted in favor of such resolution. As to the advisory resolution to recommend the frequency with which we conduct a say on pay vote, approximately 98.29% of the votes cast were voted for 1 year. As to the ratification of the appointment of KPMG LLP as independent auditor for 2023, approximately 98.22% of the votes cast were voted in favor of such proposal. As to the resolution to approve the 2023 long-term incentive plan, approximately 95.71% of the votes cast were voted in favor of such resolution.

Finally, as to the stockholder proposal regarding stockholder ratification of certain executive severance payments, approximately 17.73% of the votes cast were voted in favor of such proposal. That concludes my report on the voting results.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Thank you, Jim. I hereby declare that the slate of 11 directors has been elected. I hereby declare that the advisory resolution on executive compensation has been approved. I hereby declare that the advisory resolution on the frequency with which we conduct a say-on-pay vote has been approved at 1 year. I hereby declare that the appointment of KPMG LLP as the Corporation's independent auditor for 2023 has been ratified. I hereby declare that the resolution to approve the 2023 long-term incentive plan has been approved. I hereby declare that the proposal regarding stockholder ratification of certain executive severance payments has not been approved. I'm now gonna turn the meeting back to the Chair.

Joe Echevarria
Independent Chair of the Board of Directors, The Bank of New York Mellon Corporation

Okay. Thank you, Robin. This concludes the formal business for which this meeting was called. Since I am aware of no other business, I will now entertain a motion to conclude the meeting. Is there a second?

Speaker 8

Second.

Joe Echevarria
Independent Chair of the Board of Directors, The Bank of New York Mellon Corporation

All in favor? Moved and seconded. The 2023 annual meeting of the stockholders of The Bank of New York Mellon Corporation is hereby adjourned. Robin will now take any questions.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Thank you, Mr. Chairman. I will now take any general questions. Please still observe the rules described earlier. I ask that you limit yourself to one question at a time so that we can afford the largest number of stockholders an opportunity to ask a question, which should be limited to three minutes. Mike Mayo.

Mike Mayo
Managing Director, Head of U.S. Large-Cap Bank Research, Wells Fargo Securities

I published my questions and sent them out to institutional investors, the largest holders of BNY Mellon and large bank stocks, and was validated by some of my questions here. I am going to sneak in one small one, since you mentioned a surge in activity related to recent events in your remarks. Just small question, small answer. What did you see from a deposit perspective in the first quarter, and especially since March?

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Sure, Mike. You know, we'll talk a little bit more about this at the earnings call next week on Tuesday, as you can imagine. You know, our deposits behave frankly as they have, during other significant periods of market turmoil in the past, which has been sort of an inflight and people have found BNY Mellon to be a port of storm. Look, to cut a long story short, point to point, we ended the quarter at or slightly above where we began the quarter in actual deposit levels. Any other people who would like to ask a question? Mike.

Mike Mayo
Managing Director, Head of U.S. Large-Cap Bank Research, Wells Fargo Securities

You mentioned in your remarks earlier that BNY Mellon is not meeting its potential when you look at the long-term performance. What steps are you taking to improve that execution? You did say this in your CEO letter too, and we keep saying you haven't gotten there. You outlined One BNY Mellon, you emphasized bending the cost curve, but, you know, can you just elaborate a little bit more?

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Sure. Look, we started, and I think, this is what you'd expect any new CEO to do, and Joe referred to this slightly in his answer to your question, with a real strategic review across the businesses. We've gone business by business, function by function. We started on my first week on the job, in the first week of September, and we've really gone through to assess the state of our firm, because continuing to do exactly the same thing in exactly the same way is more than likely to lead, broadly to the same result.

Given the fact that we don't accept the results of the past 10 years, it is both a question of a little bit of what we do, but also very much how we do it, that goes to making sure that we're gonna change that outcome going forward. We did a series of tactical things, first of all, and we focused a lot on expenses in towards the end of last year, and we've continued to focus on expenses, of course, through the course of this year because we've made the public commitment that we expect to cut our expenses approximately in half on a next currency basis from where they were last year. We talked about that.

Mike Mayo
Managing Director, Head of U.S. Large-Cap Bank Research, Wells Fargo Securities

Cut the expense growth.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Excuse me, expense growth. Apologies. Yes, you're exactly right. Sorry. Expense growth in half from where it was last year. We made that commitment in the first quarter earnings. We've been focusing on tactical things to get at that quickly because we didn't want it to be 2 or 3 years before we saw the benefit of any of that focus. We've also been working on some things culturally. We really want people to pull together for the firm to be focused on reducing bureaucracy, to come up with ideas on how we can run the company better.

That's what gave rise to all of our work, what we called Project Catalyst, where we had these 1,500 ideas from our people, generated by our own teams around how we could in fact run the company better. We're putting those into production. That's what gives rise to our ability to have twice the amount of efficiencies in 2023 than we've developed in the past few years. We also brought them along with the creation of BK Shares, why we have many BK employees with us today who are new shareholders of the company. Again, that's part of bringing people along. We also sharpened our focus on businesses, and that's what's given rise to changes in our executive committee as we've given people new responsibility, and we've in some cases added focus by dividing roles.

We split our CIO role into a focus on engineering separately from operations to increase focus on both because they're both so important for the company. We've put our former CFO in charge of asset servicing, and asset servicing is the place where we have the most margin challenges, as you know. We wanted to bring more financial skills to bear in a business which must focus on its process and financials. Those are just a few of the examples of what we've been what we've been doing. Any other stockholders like to be recognized for a question? Mike Mayo.

Mike Mayo
Managing Director, Head of U.S. Large-Cap Bank Research, Wells Fargo Securities

I have two left. A wallet share. You've talked about BNY Mellon efforts to move to the C-suite of clients from the back office. What's the hook for getting into the C-suite? Look, you were at Goldman Sachs for a long time. They have access to C-suite. BNY Mellon historically has not. How are you going to get in the C-suite of clients more than you are today? I'm not saying you aren't there at all, but on a relative basis, I don't think you were where you wanna be.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

This is. I get very excited about this question because we have so many hooks. I have had, during my past seven months, I've had over 100 meetings with C-suite executives, and over 70 of them are with CEOs specifically. We have plenty of access to the C-suite and directly to the CEO of clients and prospective clients and some of the biggest companies in the world and some of the biggest companies here in the United States, some of whom you'd think of as very large clients and some of whom could be very large prospects or important prospects for us as we continue to drive forward. If I, if I can just talk about it also in the context of what we do, because what we do is very relevant for the access that we have.

You talk sometimes about the trust bank business being the world's worst oligopoly. We are a trust bank. By the way, we're super proud of being trusted by our clients. I love that moniker. Trust bank is only a bit of what we do. We do asset servicing, check for the overlap. We do asset management, check for the overlap. We do wealth management, check for the overlap with at least one of the trust banks. What do we also do? Our fastest-growing and highest margin segment, market and wealth services, which includes treasury services, our collateral management. We're the world's largest collateral manager. Our role in the US Treasury market. We clear settle the US Treasury market every day. Our Pershing wealth management infrastructure business, where we touch, call it $22 trillion worth of wealth assets on platform.

Those businesses give us so many more facets to our conversation, that's a great ability to reach in and talk to clients about things that otherwise maybe would be harder to reach into the C-suite. For us, all of those facets really help in elevating the conversation. Any other stockholders for a question? Mike Mayo.

Mike Mayo
Managing Director, Head of U.S. Large-Cap Bank Research, Wells Fargo Securities

Last question. For all the aspirational talk about bending the cost curve and growing revenues, we look at consensus estimates, frankly, my own estimates, it still doesn't show a great relationship between fees and expenses. I get all choked up over this question after watching this company forecasting, analyzing this company for so long. Why is consensus wrong about a BNY Mellon's ability to grow fees faster than expenses?

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Okay. Look, it would be presumptuous of me to talk about your estimates and therefore consensus. I don't wanna tell any of you that you're wrong, but let me tell you what it is that we are doing because we're very deliberately focused on this. We talked a little bit about this on our prior earnings call. If you look across our range of businesses, we're doing some things that are tactical for the shorter term, and we're doing investments for the longer term. Remember, I'm seven months in seat. We're attacking this with great enthusiasm, energy, and intensity because we wanna go as quickly as possible. Some of these things do take a little bit of time to do.

Pershing X, which by the way, we hired the first employee of Pershing X in October of 2021. We now sit here about 18 months later. We have a beta product in market. We have had hands-on keyboards for over a year in our team, and we have clients now with their hands on the product touching it, and we're gonna do a public launch in June. That's an investment for the future. At the same time, in that business, as an example, in Pershing, adjacent to Pershing X, we grew net new assets by 5% last year. That's $120 billion of net new assets on platform contributing to the fact that market and wealth services is our highest growth, highest margin segment. We're doing things in the shorter term, and we're investing smartly for the longer term.

In parallel to that, we're focused on expenses, as you know. Now you need more proof points. We'll give you proof points as we go through the course of the year. We've been very deliberate with our commentary about this, which is, as you pointed out earlier, that we wanna halve the expense growth for 2023 versus 2022 on an ex-currency basis. That's been our commitment, and you'll hold us to account on that, and you'll look at that. You'll make your own judgments about whether or not you think we're gonna get there.

Mike Mayo
Managing Director, Head of U.S. Large-Cap Bank Research, Wells Fargo Securities

Thank you.

Robin Vince
President and Chief Executive Officer, The Bank of New York Mellon Corporation

Thank you, Mike. Any other questions? Okay. Thank you for the questions. If you have any additional questions or you had a question that you wanted to ask, that you didn't, and therefore wasn't answered, please do reach out to our investor relations group through our corporate website. We thank you for your interest in our company, and we wish you a very pleasant day. Thank you.

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