The Bank of New York Mellon Corporation (BK)
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Apr 27, 2026, 2:58 PM EDT - Market open
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AGM 2026

Apr 14, 2026

Operator

Good morning, and welcome to BNY's 2026 annual meeting of Stockholders. Please note that this webcast will be recorded and will consist of copyrighted material. You may not record or rebroadcast these materials, including with any AI-enabled tools for recording, transcription, or summarization without BNY's consent. I will now turn the meeting over to Robin Vince, BNY's Chief Executive Officer and Chair of the Board of Directors.

Robin Vince
CEO and Chair of the Board of Directors, BNY

Thank you, operator, and good morning. We are very pleased that you're able to join us this morning for our 2026 annual meeting of Stockholders. As CEO and Chair of the Board of Directors, I will preside over the meeting. To begin, this meeting is being conducted solely by webcast. You will be able to participate in the meeting by voting and by submitting written questions through our virtual annual meeting portal if you held our stock as of the close of business on our record date, February 18th, 2026. Let me provide an overview of how our meeting will proceed. First, I'll call the meeting to order. I'll make some introductory remarks, go over some procedural matters necessary for our corporate record-keeping, and introduce the formal business of the meeting, including the three items on our agenda.

I will then pause for questions and open the polls for voting on those three items. After the polls are closed, I will report on the voting results. Following that, I'll adjourn the meeting, and we'll take general questions from stockholders. I now call this meeting to order. I'll begin with a brief strategic update. 2025 was another successful year for BNY as we continue the work of reimagining our company. We delivered record net income of $5.3 billion on record revenue of $20.1 billion and generated a pre-tax margin of 35% and a return on tangible common equity of 26%. The year also marked a significant milestone as we now turn the page on the initial phase of our work and look ahead to the opportunities that our foundational investments make possible. BNY has a differentiated position at the heart of global financial markets.

We are the world's number one custodian and collateral manager, the top provider of Issuer Services, the primary settlement agent for U.S. government securities, a strong Payments and Liquidity franchise, and we offer our clients differentiated Investments and Wealth capabilities. Individually, these are market-leading businesses, but together they represent a set of highly adjacent financial services platforms operating at the center of global financial markets, difficult to replicate at scale, and increasingly valuable to our clients. A little over three years ago, we began a deliberate effort to unlock the full opportunity available to us. We knew we needed to take a decade view toward transforming our company with a commitment to disciplined execution and sustained value creation for our clients and shareholders over time. We framed our work around three strategic pillars, which continue to guide us.

First, being more for our clients by evolving our commercial model to deliver more to existing clients, attract new ones, and add new products and solutions to meet clients' needs. Second, running our company better by simplifying, breaking down silos, improving financial discipline, embracing and embedding AI, challenging the status quo, and reinventing our operating model as a platforms company. Third, powering our culture with a collective sense of ownership and teamwork, the magic ingredient that makes everything else possible. We started our work in 2022. We began to lay the foundation in 2023, and our results in 2024 and 2025 started to demonstrate the impact of those early investments with tangible progress across many fronts. I'll list four. First, better delivering BNY's full capabilities to our clients resulted in record sales performance in 2025.

Our new commercial model has helped us reimagine how we engage with clients, making it easier for them to access more of our offerings. The number of clients buying three or more of our services has increased by more than 60% over the last two years, and organic fee growth has climbed to 3%. Second, we continued to make progress in unlocking our scale and growth potential. Our platform's operating model initiative has been one component of rewiring BNY to run our company in a fundamentally different way, making us more agile and intentional in how teams work together and critically, how we deliver to clients.

Third, building on deliberate investments over the past several years, we made significant progress in the breadth and depth of AI adoption and integration as part of our goal to be an AI leader in financial services. We expect that over time, AI will allow us to remake many of our processes and systems in new and exciting ways. That, together with embedding AI in our products and services, represents a significant opportunity for our company in the years ahead. Fourth, we continued innovating new solutions for clients. We've been at the forefront of global financial markets since our founding. Today, we're continuing to shape faster, even more efficient markets, connecting traditional and digital financial ecosystems with a focus on interoperability, standards, and resilience. As we look ahead to the next phase of our journey to unlock BNY's full potential, we are focused on several fronts.

Scaling our businesses and growth ambitions, deepening our commercial focus to bring BNY's solutions to more clients around the world, supporting our clients in a rapidly changing environment, enabling the global financial markets and infrastructure of the future, unlocking capacity using AI through deeper engagement, enabling more integrated solutions for our people and our clients, and elevating our people and our culture at BNY, the engines that power our success. Earlier this year, we communicated a new set of medium-term financial targets that represent the next milestones on our path to reimagining BNY over the long term, increasing our pre-tax margin target by 500 basis points to 38% and increasing our return on tangible common equity target also by 500 basis points to 28%.

These new medium-term financial targets reflect our confidence in the solid foundation we've built over the past few years, and they demonstrate our determination to continue driving strong financial performance and positive operating leverage as we realize greater scale and growth opportunities across our company. I'll close my remarks with gratitude to our shareholders, our clients, and our people around the world. BNY has endured for more than 240 years by constantly evolving, and once again, we are reimagining our company for the future. It's working, and we are excited for what's to come. With that, I would like to introduce the other members of our Board of Directors who have joined us today: Joe Echevarria, our Lead Independent Director, as well as Linda Cook, Amy Gilliland, Jeffrey Goldstein, Guru Gowrappan, Charles Lowrey, Sandie O'Connor, Elizabeth Robinson, Rakefet Russak-Aminoach, and Al Zollar.

Also joining us are Dermot McDonogh, our Chief Financial Officer, Kevin McCarthy, our General Counsel, and Shannon Hobbs, our Chief People Officer. I would also like to welcome our employees, many of whom are joining us via the webcast this morning. In addition, Jennifer Stempel and Noel Crocker of KPMG LLP, representatives from our independent registered public accountants, have joined us. They will be available to take questions during the question and answer portion of the meeting. The Proxy Holders for this annual meeting are Jean Weng and Alina Radin. Our Inspectors of Election are Stephanie Bograd and Yumi Frost. Ms. Weng is also acting as Secretary for the annual meeting. Now Ms. Weng will go over some procedural items.

Jean Weng
Proxy Holder, BNY

Thank you, Robin. To vote or submit questions, please follow the instructions on our virtual meeting portal. We will only be answering questions that are submitted in writing via the portal. Business will be taken up in the order set forth on the agenda, a copy of which is available online. Stockholder questions are welcome, but conducting the business set out in the agenda for the benefit of all stockholders will be paramount. The Company will not address any questions that do not conform with the rules of conduct that are posted on the virtual meeting website. In the interest of fairness to all stockholders, these rules will be strictly followed. Please know that this meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device, including any AI tool for recording, transcription, or summarization.

I will now turn to the formalities of the meeting. 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 5, 2026 to stockholders of record as of the close of business on February 18, 2026, which is the record date for determining persons entitled to vote at this meeting. In addition, I have the oath signed by the Inspectors of Election. I also have certified lists of stockholders as of the close of business on February 18, 2026. A copy of this list was available for inspection by stockholders during business hours at the Company's headquarters for 10 days prior to the day before the meeting.

The number of votes for which proxies have been received to date represent approximately 91% 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 voted during the meeting, will be included in the Inspector's report, which will be filed with the records of the meeting. This concludes my report on the formalities of the meeting.

Robin Vince
CEO and Chair of the Board of Directors, BNY

Thank you, Jean. The meeting is now duly called and organized, and a quorum is present. I will now proceed with the business of the meeting. I have 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 is the election of the slate of 11 directors nominated in accordance with the bylaws, as set forth in our proxy statement. The second proposal is an advisory vote for the approval of the 2025 compensation of our named executive officers, as disclosed in our proxy statement. The third proposal is the ratification of the appointment of KPMG LLP as the corporation's independent auditor for 2026. If any stockholder has a question or comment regarding any of the proposals, please submit it through our virtual meeting portal.

You may do so by typing your question into the Submit a Question field and clicking Submit. No questions have been submitted regarding the proposals. As a reminder, if there are any general questions from stockholders, we will answer them after the annual meeting has adjourned. Thank you. As there are no further questions on the proposals, I now call for a vote on the proposals. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the virtual meeting portal and following the instructions. Stockholders who have sent in proxies or voted via telephone or internet, and who do not want to change their vote, do not need to take any further action. The polls are now open and will remain open until voting has been completed.

I hereby declare that the polls are closed on all matters being voted upon by the stockholders and ask the Corporate Secretary to prepare her report. I will now present the report of the preliminary voting results. The Inspectors of Election have counted the votes cast and have submitted their preliminary report. There were approximately 623,295,000 shares voted, equal to approximately 91% of the common shares outstanding. Final vote totals for each agenda item will be reported on Form 8-K filed with the SEC. First, as to the election of directors, all director candidates received more than 90% of the votes cast, and as such, the slate of 11 directors has been elected. Second, as to the advisory resolution to approve the 2025 compensation of our named executive officers, approximately 56% of the votes cast were in favor. The advisory resolution on executive compensation has been approved.

Third, as to ratification of the appointment of KPMG as independent auditor for 2026, approximately 98% of the votes cast were voted in favor. The reappointment of KPMG as the Corporation's independent auditor for 2026 has been ratified. That concludes the report, as well as the formal business for which this meeting was called. Since I'm aware of no other business, I will now entertain a motion to conclude the meeting. Is there a second?

Jean Weng
Proxy Holder, BNY

Second.

Robin Vince
CEO and Chair of the Board of Directors, BNY

Moved and seconded. All those in favor, please say aye.

Jean Weng
Proxy Holder, BNY

Aye.

Robin Vince
CEO and Chair of the Board of Directors, BNY

The 2026 annual meeting of Stockholders of The Bank of New York Mellon Corporation is hereby adjourned. As the Annual Meeting has adjourned, if there are any general questions from stockholders, we will answer them at this time. As mentioned earlier, stockholders may submit questions by typing your question into the Submit a Question field and clicking Submit. We require that you comply with the Rules of Conduct for this meeting available on the meeting portal. If we don't have enough time to answer questions, they may be raised separately by contacting our investor relations team via the contact page on our investor relations website. We'll pause for a brief moment to review the submitted questions, and I will ask Marius to read the questions aloud.

Speaker 4

Thank you, Robin. We have one shareholder question submitted in the portal. It reads as follows. As BNY does better and better, should we expect increased dividends?

Robin Vince
CEO and Chair of the Board of Directors, BNY

Well, thank you for the question. We have a tried-and-tested capital management philosophy, and considering our strong ROTCE performance, the best and highest use of the capital has been to deploy it back into the business as part of our growth strategy. We also benefit from a highly capital-generative business and a capital-light business model. We've been able to, over time, pay a resilient, competitive, and over time, growing dividend. Our historical dividend payout ratio has been approximately 30%.

Speaker 4

Thank you, Robin. There are no further questions,

Robin Vince
CEO and Chair of the Board of Directors, BNY

Well, thank you for the question. If you do have additional questions or your question was not answered, you can reach out to Marius and our investor relations group through our corporate website. Additionally, information about non-GAAP measures and forward-looking statements discussed at today's meeting can be found in our 2025 annual report, available through our corporate website. Thank you for attending and for your interest in our company. Have a good day.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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