SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
The Bank of New York Company, Inc.
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(Name of Registrant as Specified In Its Charter)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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[THE BANK OF NEW YORK LOGO] One Wall Street, New York, NY 10286
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
of The Bank of New York Company, Inc. (the "Company").
WHERE: AT THE BANK OF NEW YORK, 385 RIFLE CAMP ROAD, WEST PATERSON, NEW JERSEY.
WHEN: ON TUESDAY, MAY 14, 2002, 10:00 A.M. LOCAL TIME.
TO VOTE ON THE FOLLOWING MATTERS:
1. To elect fourteen directors to hold office until the next Annual Meeting
of Shareholders and until their respective successors have been elected
and qualified;
2. To ratify the appointment by the Board of Directors of Ernst & Young LLP
as the Company's independent public accountants for the current fiscal
year;
3. To consider a shareholder proposal with respect to former government
officials; and
4. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Shareholders of record at the close of business on March 25, 2002 will be
entitled to notice of and to vote at the Annual Meeting or any adjournment.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. PLEASE
VOTE REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, SO THAT YOUR
VOTE MAY BE RECORDED.
You can vote by:
- Internet;
- telephone; or
- completing, dating, signing and mailing the enclosed proxy card promptly
in the return envelope provided.
We hope you will be able to attend.
By order of the Board of Directors,
/s/ Thomas A. Renyi /s/ J. Michael Shepherd
Thomas A. Renyi J. Michael Shepherd
Chairman of the Board Secretary
March 29, 2002
LOGO One Wall Street, New York, NY 10286
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PROXY STATEMENT
This Proxy Statement is being sent to you in connection with the solicitation of
proxies for the Annual Meeting of Shareholders (the "Annual Meeting") by the
Board of Directors of The Bank of New York Company, Inc. (the "Company", "we" or
"us").
THE ANNUAL MEETING WILL BE HELD ON MAY 14, 2002 AT THE BANK OF NEW YORK, 385
RIFLE CAMP ROAD, WEST PATERSON, NEW JERSEY, AT 10:00 A.M. LOCAL TIME.
WHO CAN VOTE. The Board of Directors has fixed the close of business on March
25, 2002 as the Record Date. Only shareholders whose names appeared on the books
of the Company at the close of business on the Record Date will be entitled to
notice of and to vote at the Annual Meeting or any adjournment. The outstanding
voting stock of the Company on the Record Date was 728,175,051 shares of Common
Stock ($7.50 par value) ("Common Stock"). Each share is entitled to one vote.
The Company's By-laws provide that the presence at the Annual Meeting of the
holders of a majority of the shares of the Company entitled to vote at such
meeting constitutes a quorum for the transaction of business.
HOW TO VOTE. A form of proxy is enclosed. Your proxy tells us how to vote your
shares at the Annual Meeting.
You can vote your shares by proxy by:
1. Internet,
2. telephone, or
3. completing, dating, signing and mailing your proxy card in the return
envelope provided.
Read the enclosed card for instructions on how to vote over the Internet or by
telephone.
You have the right to revoke your proxy at any time before it is voted by filing
with the Office of the Secretary of the Company a written revocation or a duly
executed proxy bearing a later date. You may attend the Annual Meeting and vote
in person whether or not you previously submitted a proxy.
Three officers of the Company have been designated as the proxies to vote shares
at the Annual Meeting in accordance with the instructions on the proxy card.
Each proxy submitted will be voted as directed, but if you sign and return a
proxy card without giving specific voting instructions, your shares will be
voted for the election of the nominees for director named in this Proxy
Statement, for ratification of the appointment of Ernst & Young LLP as the
Company's independent public accountants, and against the shareholder proposal
set forth in Item 3 of this Proxy Statement. We are not now aware of any other
matters to be presented except for those described in this Proxy Statement. If
any other matters are presented at the meeting, the proxies may use their own
judgment to decide how to vote your shares. Should any nominee for director
named in this Proxy Statement become unable or unwilling to accept nomination or
election, which is not anticipated, the persons acting as proxies will vote for
the election of such other person, if any, as the Board of Directors may
recommend. If the Annual Meeting is adjourned, your shares may be voted by the
proxies on the new meeting date unless you have revoked your proxy.
THE NOMINEES FOR DIRECTOR WHO RECEIVE THE HIGHEST NUMBER OF "FOR" VOTES CAST
WILL BE ELECTED. THE "FOR" VOTE OF A MAJORITY OF THE VOTES CAST IS SUFFICIENT TO
RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AND TO APPROVE THE SHAREHOLDER
PROPOSAL.
FOR PURPOSES OF DETERMINING THE VOTES CAST WITH RESPECT TO ANY MATTER PRESENTED
FOR CONSIDERATION AT THE ANNUAL MEETING, ONLY THOSE VOTES CAST "FOR" OR
"AGAINST" ARE COUNTED. PURSUANT TO NEW YORK LAW, ABSTENTIONS, BROKER "NON-VOTES"
(OR VOTES "WITHHELD" IN THE ELECTION OF DIRECTORS) WILL NOT BE COUNTED. A BROKER
NON-VOTE OCCURS WHEN A BROKER, BANK OR OTHER NOMINEE WHICH HOLDS COMPANY SHARES
RETURNS A PROXY TO THE COMPANY BUT CANNOT VOTE THE SHARES IT HOLDS BECAUSE IT
HAS NOT RECEIVED VOTING INSTRUCTIONS FROM THE SHAREHOLDER WITHIN TEN DAYS OF THE
MEETING AND THE MATTER TO BE VOTED ON IS NOT "ROUTINE' UNDER NEW YORK STOCK
EXCHANGE ("NYSE") RULES. NYSE RULES ALLOW BROKERS, BANKS AND OTHER NOMINEES TO
VOTE SHARES HELD BY THEM ON MATTERS THAT THE NYSE DETERMINES TO BE ROUTINE, EVEN
THOUGH THE BROKER, BANK OR NOMINEE HAS NOT RECEIVED INSTRUCTIONS FROM THE
SHAREHOLDER.
This Proxy Statement and the accompanying form of proxy are first being sent to
shareholders on or about March 29, 2002.
The Company will pay the cost of soliciting proxies. In addition to soliciting
proxies by mail, proxies may be solicited in person or by telephone, fax or
e-mail by officers and regular employees of the Company and its subsidiaries who
will not be specifically compensated therefor. The Company has engaged Morrow &
Co., Inc. to assist in the solicitation of proxies for a fee of $15,000 plus
reimbursement for out-of-pocket expenses. The Company will also reimburse
brokers or other persons holding shares in their names or in the names of their
nominees for their reasonable out-of-pocket expenses in forwarding proxies and
proxy material to the beneficial owners of such shares.
BOARD OF DIRECTORS AND DIRECTOR COMPENSATION
The Company is a financial holding company whose principal subsidiary is The
Bank of New York (the "Bank"). The Company and the Bank are incorporated under
the laws of the State of New York. The interests of shareholders are represented
by the Board of Directors, which oversees the business and management of the
Company. Information concerning the members of the Board of Directors who are
standing for re-election is set forth below under the caption "Nominees for
Election as Directors." This solicitation of proxies is intended to give all
shareholders a chance to vote for the persons who are to be their
representatives in the governance of the Company.
In accordance with New York law, the Company's By-laws set forth the Board's
responsibilities and establish various corporate authorizations. The By-laws
also deal with the organization of the Board, which is described below. The
Board has the power to amend the By-laws.
Directors are elected to serve until the next annual meeting of shareholders and
until their successors have been elected and qualified.
During 2001, the Board of Directors of the Company met a total of 15 times. Each
incumbent director attended at least 75% of the aggregate number of meetings of
the Board of Directors and the committees thereof on which such director served
during 2001. The Board of the Bank, which during 2001 included all the members
of the Board of Directors of the Company, held a regular meeting each month.
The Board of Directors of the Company has appointed several committees which
have responsibility for particular corporate matters. There follows a
description of these committees and their functions, including certain
information concerning the directors standing for re-election who serve on such
committees.
The Board of Directors of the Company has a Nominating and Governance Committee
whose members during 2001 were Messrs. Luke (Chairman), Chaney, Kogan and
Malone. The Nominating and Governance Committee is willing to consider
nominations for future election to the Board, and shareholders may submit in
writing the names and qualifications of proposed nominees to the Office of the
Secretary of the Company. The Nominating and Governance Committee met two times
during 2001.
The Board of Directors of the Company has an Executive Committee whose incumbent
members during 2001 were Messrs. Renyi (Chairman), Bacot, Barth, Chaney,
Griffith, Hassell, Luke, Miller and Ms. Rein. The Executive Committee has the
full authority of the Company's Board of Directors, except for limitations
relating to major corporate matters. The Executive Committee met once in 2001.
The Board of Directors of the Company annually appoints an Audit and Examining
Committee (the "Audit Committee"), comprising directors who are not officers of
the Company. The Audit Committee met five times in 2001. The functions of the
Audit Committee are described in its charter. A copy of the charter is attached
to this Proxy Statement as Appendix A. Ms. Rein (Chairman), Messrs. Bacot,
Barth, Donofrio, Luke, Miller, Richardson and Roberts served on the Audit
Committee during 2001. The NYSE listing standards set forth certain criteria for
determining whether a member of the Audit Committee is "Independent." The Audit
Committee determined that the directors who serve on the committee were all
Independent under the revised NYSE listing standards except for Mr. Bacot, who
was not considered Independent because he was an officer of the Company until
February 1998. The Board of Directors determined, in accordance with the NYSE
listing standards, that Mr. Bacot was independent of management and had no
relationship that would interfere with his exercise of independent judgment as a
member of the Audit Committee. The Board appointed Mr. Bacot to the Audit
Committee because he brought to the Audit Committee valuable experience with the
operations of the Company and familiarity with regulatory matters.
The Board of Directors of the Company has a Compensation and Organization
Committee, comprising directors who are not officers of the Company, whose
members during 2001 were Messrs. Kogan
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(Chairman), Biondi, Chaney, Malone and Miller. The Compensation and Organization
Committee is responsible for matters of executive compensation and
administration of the Company's incentive compensation plans. The Compensation
and Organization Committee met four times during 2001.
The Board of Directors of the Company has a Pension Committee whose duties are
to ascertain that the retirement plans of the Company are in compliance with the
Employee Retirement Income Security Act of 1974, to review the investments in
the trust funds of the plans and to report to the Board on these matters.
Messrs. Barth (Chairman), Bacot, Richardson and Ms. Rein served on the Pension
Committee during 2001. The Pension Committee met twice during 2001.
On January 8, 2002 the Board of Directors of the Company established a Risk
Committee whose members are Messrs. Donofrio (Chairman), Bacot, Barth,
Richardson, Roberts and Ms. Rein. The Risk Committee assists the Board of
Directors in assessing and reviewing the risk management activities of the
Company and its subsidiaries, including those associated with the extension of
credit and market activities.
During 2001, each director who was not an officer of the Company or its
subsidiaries received an annual retainer of $30,000 and 2,400 shares of Common
Stock. In addition, each director who was not an officer of the Company or its
subsidiaries received a fee of $1,800 for each meeting of the Board and of any
committee which the director attended. The Chairman of the Audit Committee
received an additional annual retainer fee of $7,000, the Chairman of the
Compensation and Organization Committee received an additional annual retainer
fee of $5,000 and the Chairmen of the other Committees of the Board each
received an additional annual retainer fee of $3,000. A director who serves on
the Boards of both the Company and the Bank receives only one retainer. If the
Boards of the Company and the Bank meet on the same day, only one fee is paid
for attendance at both meetings.
Officers of the Company and its subsidiaries do not receive any compensation for
service on the Boards of the Company or its subsidiaries, or the committees
thereof.
Under the Deferred Compensation Plan for Non-Employee Directors of The Bank of
New York Company, Inc. (the "Directors' Deferred Compensation Plan"), each
director who is not an officer of the Company or any of its subsidiaries may
elect to defer payment of all or a portion of the director's annual retainer and
meeting fees. In accordance with the director's election, pursuant to the terms
of the Directors' Deferred Compensation Plan, deferred retainer and meeting fees
are allocated to accounts on the Company's books corresponding to some of the
investment funds under the Company's profit-sharing plan; the accounts are
adjusted to reflect the investment performance of such funds. All payments are
made in cash, except that payment is made in shares of Common Stock with respect
to amounts allocated to the Common Stock fund. The Directors' Deferred
Compensation Plan contains provisions for the payment of each director's account
balance upon such director's termination following a Change of Control (as
defined in the Directors' Deferred Compensation Plan). The Directors' Deferred
Compensation Plan is not funded and payments are made from the Company's general
assets.
ELECTION OF DIRECTORS
Unless contrary instructions are given, the persons designated as proxies intend
to vote on behalf of shareholders for the election of the nominees listed in the
following pages. If any nominee becomes unable or unwilling to accept nomination
or election, the persons designated as proxies intend to vote on behalf of
shareholders for the election of such other person, if any, as the Board of
Directors may recommend. The directors elected will hold office until the next
annual meeting and until their successors have been elected and qualified.
NOMINEES FOR ELECTION AS DIRECTORS
The following pages show each nominee for election as a director, his or her
age, his or her principal occupation during the past five years, certain other
directorships and trusteeships held, the year in which he or she became a
director, and his or her holdings of Common Stock as of March 25, 2002.
All nominees who are presently serving as directors were elected to their
present term of office by the shareholders with the exception of Mr. Myners who
was elected by the Board of Directors.
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The following information has been furnished by the nominees.
NOMINEE,
YEAR ELECTED A DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED(1) AND OTHER INFORMATION
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(BACOT PHOTO) Retired; Formerly Chairman and Chief Executive Officer of
J. CARTER The Bank of New York Company, Inc. and The Bank of New York
BACOT
1975 Chairman of The Bank of New York Company, Inc. from 1982 to
COMMON SHARES: February, 1998 and Chief Executive Officer from 1982 through
1,758,052 June, 1997. Chairman of The Bank of New York from 1982 to
February, 1998 and Chief Executive Officer from 1982 through
1995. Director of The Bank of New York, The Phoenix
Companies, The Philharmonic-Symphony Society of New York,
Inc. and the Josiah Macy, Jr. Foundation. Director and
Non-Executive Chairman of Foot Locker, Inc. Trustee of
Atlantic Mutual Insurance Companies. Life Trustee and
Chairman Emeritus of Hamilton College. Member of the Council
on Foreign Relations and Economic Club of New York. Age 69.
(BIONDI PHOTO) Senior Managing Director of WaterView Advisors LLC,
FRANK J. investment adviser to WaterView Partners LLC, a private
BIONDI, JR. equity limited partnership focused on media and
1995 entertainment
COMMON SHARES: Senior Managing Director of WaterView Advisors LLC (formally
18,192 Biondi, Reiss Capital Management LLC) from March, 1999 to
present. Chairman and Chief Executive Officer of Universal
Studios from 1996 through 1998. President and Chief
Executive Officer of Viacom, Inc. from 1987 to January,
1996. President and Chief Executive Officer of Viacom
International, Inc. from 1987 to January, 1996. Director of
Amgen, Inc., The Bank of New York, Hasbro, Inc., Vail
Resorts, Inc. and the Museum of Television & Radio. Trustee
of Claremont Graduate University. Age 57.
(CHANEY PHOTO) Chairman of Tiffany & Co., international designers,
WILLIAM R. manufacturers and distributors of jewelry and fine goods
CHANEY Chairman of Tiffany & Co. from 1984 to present and Chief
1989 Executive Officer from 1984 to February, 1999. Director of
COMMON SHARES: The Bank of New York, Tiffany & Co., The Tinker Foundation
31,200 Inc. and Provident Holdings, Inc. Trustee of Atlantic Mutual
Insurance Companies. Age 69.
4
NOMINEE,
YEAR ELECTED A DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED(1) AND OTHER INFORMATION
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(DONOFRIO PHOTO) Senior Vice President, Technology and Manufacturing of IBM
NICHOLAS M. Corporation, developer and manufacturer of advanced
DONOFRIO information technologies
1999 Senior Vice President, Technology and Manufacturing of IBM
COMMON SHARES: Corporation from August, 1997 to present. Senior Vice
7,406 President, Server Group of IBM Corporation from January 1995
to August 1997. Director of The Bank of New York. Member of
the Board of Trustees of Rensselaer Polytechnic Institute.
Chairman Emeritus of the Board of Directors of the National
Action Council for Minorities in Engineering, Inc. (NACME).
Age 56.
(GRIFFITH PHOTO) Vice Chairman of The Bank of New York Company, Inc. and The
ALAN R. Bank of New York
GRIFFITH Vice Chairman of The Bank of New York Company, Inc. and The
1990 Bank of New York since December, 1994. Senior Executive Vice
COMMON SHARES: President of The Bank of New York Company, Inc. and
805,515 President and Chief Operating Officer of The Bank of New
York from June, 1990 to December, 1994. Director of The Bank
of New York. Chairman of the Board of Trustees of Lafayette
College. Trustee of The ALS Association, The Chesapeake Bay
Foundation and the U.S. Council for International Business.
Member of the Financial Services Roundtable. Age 60.
(HASSELL PHOTO) President of The Bank of New York Company, Inc. and The Bank
GERALD L. of New York
HASSELL President of The Bank of New York Company, Inc. and The Bank
1998 of New York since September, 1998. Senior Executive Vice
COMMON SHARES: President of The Bank of New York Company, Inc. from August,
554,867 1998, and Senior Executive Vice President and Chief
Commercial Banking Officer of The Bank of New York from
December, 1994 to September, 1998. Executive Vice President
of The Bank of New York from June, 1990 to December, 1994.
Director of The Bank of New York and Private Export Funding
Corporation. Trustee of Big Brothers/Big Sisters of New York
City and Junior Achievement. Member of the Financial
Services Roundtable and Financial Services Forum. Member of
Board of Visitors of Duke University Fuqua School of
Business. Age 50.
5
NOMINEE,
YEAR ELECTED A DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED(1) AND OTHER INFORMATION
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(KOGAN PHOTO) Chairman and Chief Executive Officer of Schering-Plough
RICHARD J. Corporation, manufacturer of pharmaceutical and consumer
KOGAN products
1996 Chairman of Schering-Plough Corporation from November, 1998
COMMON SHARES: to present and Chief Executive Officer since January, 1996.
14,400 President from 1986 to November, 1998 and Chief Operating
Officer from 1986 to 1995. Director of The Bank of New York,
Colgate-Palmolive Company and Schering-Plough Corporation.
Member of the Board of Trustees of New York University, The
Business Roundtable, and the Council on Foreign Relations.
Age 60.
(LUKE PHOTO) President and Chief Executive Officer of MeadWestvaco
JOHN A. Corporation, manufacturer of paper, packaging and specialty
LUKE, JR. chemicals
1996 President and Chief Executive Officer of MeadWestvaco
COMMON SHARES: Corporation from January, 2002 to date. Chairman, President
14,000 and Chief Executive Officer of Westvaco Corporation from
1996 to January, 2002. President and Chief Executive Officer
of Westvaco Corporation from 1992 to January, 2002. Director
of The Bank of New York, FM Global, MeadWestvaco
Corporation, The Americas Society, Inc., The Timken Company,
The Tinker Foundation Inc. and the United Negro College
Fund. Trustee of Lawrence University and the American
Enterprise Institute for Public Policy Research. Age 53.
(MALONE PHOTO) Chairman of Liberty Media Corporation, producer and
JOHN C. distributor of entertainment, sports, informational
MALONE programming and electronic retailing services
1986 Chairman of Liberty Media Corporation from October, 1990 to
COMMON SHARES: present. Chairman of Tele-Communications, Inc. from
37,200 November, 1996 and Chief Executive Officer from January,
1994 to March, 1999. President from March, 1973 through
March, 1997. Director of The Bank of New York, CableLabs,
CATO Institute, Cendant Corporation, Discovery
Communications, Inc., Liberty Media Corporation, The Nature
Conservancy, USANi, LLC and United Global Communications.
Age 61.
6
NOMINEE,
YEAR ELECTED A DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED(1) AND OTHER INFORMATION
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(MYNERS PHOTO) Chairman of Guardian Media Group plc, a UK media business
PAUL with interests in national and community newspapers,
MYNERS magazines, the Internet and radio
2002 Chairman of Guardian Media Group plc from 2000 to date.
COMMON SHARES: Chairman of Gartmore Investment Management plc from 1986 to
3,000 2001 and Chief Executive from 1985 to 1997. Director of The
Bank of New York, Marks & Spencer plc and mm02. Member of
the UK Financial Reporting Council. Trustee of the Royal
Academy. Chairman of Tate St. Ives. Council Member of London
Symphony Orchestra. Age 53.
(REIN PHOTO) President and Chief Executive Officer of Metropolitan
CATHERINE A. Property and Casualty Insurance Company, insurance services
REIN President and Chief Executive Officer of Metropolitan
1981 Property and Casualty Insurance Company since March, 1999.
COMMON SHARES: Senior Executive Vice President-Business Services Group and
59,703 Corporate Development and Services of Metropolitan Life
Insurance Company from February, 1998 to March, 1999.
Executive Vice President-Corporate Development and Services
from 1989 to January, 1998. Director of Corning
Incorporated, The Bank of New York, First Energy Corp. and
New England Financial, Inc. Trustee of the New York
University Law Center Foundation. Age 58.
(RENYI PHOTO) Chairman and Chief Executive Officer of The Bank of New York
THOMAS A. Company, Inc. and The Bank of New York
RENYI Chairman of The Bank of New York Company, Inc. and The Bank
1992 of New York since February, 1998. Chief Executive Officer of
COMMON SHARES: The Bank of New York Company, Inc. since July, 1997.
1,067,732 President of The Bank of New York Company, Inc. from March,
1992 to September, 1998. Chief Executive Officer of The Bank
of New York since January, 1996 and President from December,
1994 to September, 1998. Chief Operating Officer of The Bank
of New York from December, 1994 to January, 1996. Vice
Chairman of The Bank of New York from 1992 to 1994. Director
of The Bank of New York, Lincoln Center for the Performing
Arts, and New York Bankers Association. Member of the Board
of Governors of Rutgers, The State University. Member of the
Board of Managers, The New York Botanical Garden. Member of
the Board of Trustees of Bates College. Member and Director
of the Financial Services Roundtable. Age 56.
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NOMINEE,
YEAR ELECTED A DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED(1) AND OTHER INFORMATION
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(RICHARDSON PHOTO) President and Chief Executive Officer of W.K. Kellogg
WILLIAM C. Foundation, a private foundation
RICHARDSON President and Chief Executive Officer of W.K. Kellogg
1998 Foundation since August, 1995. President and Professor of
COMMON SHARES: Health Policy and Management, Johns Hopkins University from
8,616 1990 to 1995. Director of The Bank of New York, Kellogg
Company and CSX Corporation. Trustee of Council of Michigan
Foundations and the W.K. Kellogg Foundation Trust and
Trustee and Chairman of the Council on Foundations. Age 61.
(ROBERTS PHOTO) President of Comcast Corporation, developer, manager and
BRIAN L. operator of broadband cable networks and provider of content
ROBERTS President of Comcast Corporation from 1990 to present.
1999 Director of The Bank of New York, Comcast Corporation and
COMMON SHARES: Comcast Cable Communications, Inc. Age 42.
10,025
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(1) Includes shares held individually or jointly with others or in the name of a
bank, broker or nominee for the individual's account.
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SECURITY OWNERSHIP BY MANAGEMENT
The following table indicates the beneficial ownership of the Company's Common
Stock as of March 25, 2002, by (1) each of the directors (including all nominees
for re-election), (2) the chief executive officer and the other four most highly
compensated executive officers and (3) all directors and executive officers of
the Company as a group, based upon information supplied by each of the directors
and officers. No director or officer currently holds any shares of the Company's
Preferred Stock.
SHARES OF SHARES THAT MAY BE
COMMON STOCK ACQUIRED WITHIN PERCENT OF
BENEFICIALLY 60 DAYS BY COMMON
NAME OF BENEFICIAL OWNER OWNED EXERCISE OF OPTIONS TOTAL STOCK*
------------------------ ------------ ------------------- ---------- ----------
J. Carter Bacot.................. 1,758,052 -- 1,758,052
Richard Barth.................... 40,756 -- 40,756
Frank J. Biondi, Jr.............. 18,192 -- 18,192
William R. Chaney................ 31,200 -- 31,200
Nicholas M. Donofrio............. 7,406 -- 7,406
Alan R. Griffith................. 805,515 1,136,526 1,942,041
Gerald L. Hassell................ 554,867 909,005 1,463,872
Richard J. Kogan................. 14,400 -- 14,400
John A. Luke, Jr................. 14,000 -- 14,000
John C. Malone................... 37,200 -- 37,200
Donald L. Miller................. 36,594 -- 36,594
Robert J. Mueller................ 370,727 803,467 1,174,194
Paul Myners...................... 3,000 -- 3,000
Catherine A. Rein................ 59,703 -- 59,703
Thomas A. Renyi.................. 1,067,732 2,428,314 3,496,046
William C. Richardson............ 8,616 -- 8,616
Brian L. Roberts................. 10,025 -- 10,025
Bruce W. Van Saun................ 184,870 258,719 443,589
All directors and executive
officers of the Company, as a
group (a total of 21 persons,
including those named above)... 5,104,336 5,636,523 10,740,859 1.48%
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* All percentages are less than 1% of the Company's outstanding shares of Common
Stock except as indicated.
2001 AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company assists the Board
of Directors in fulfilling its statutory and fiduciary responsibilities relating
to internal control, accounting policies, and auditing and reporting practices.
Management of the Company is responsible for the preparation, presentation and
integrity of the Company's financial statements. Management is responsible for
maintaining appropriate accounting and financial reporting principles and
policies as well as for maintaining internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and regulations.
The Company's independent auditors are responsible for planning and carrying out
an audit of the annual financial statements and for reviews of the Company's
quarterly financial statements prior to the filing of each quarterly report on
Form 10-Q.
The Audit Committee reviewed the audited financial statements in the Company's
Annual Report with management and has discussed with management the quality, not
just the acceptability, of the Company's accounting principles, the
reasonableness of significant judgments and the clarity of disclosures made in
the financial statements.
The Audit Committee has discussed with the Company's independent auditors, who
are responsible for expressing an opinion on the conformity of the audited
financial statements with generally accepted
9
accounting principles, the independent auditors' judgments as to the quality,
not just the acceptability, of the Company's accounting principles and any
matters required to be discussed by Statement on Auditing Standards 61, as
modified or supplemented.
In addition, as required by Independence Standards Board Standard No. 1, the
Audit Committee has: (i) received from the Company's independent auditors
written disclosure of all relationships, if any, between the Company's
independent auditors and its related entities and the Company and its related
entities that in the independent auditors' professional judgment may reasonably
be thought to bear on their independence, (ii) received a letter from the
Company's independent auditors confirming that in the independent auditors'
professional judgment, the auditors are independent of the Company, and (iii)
discussed with the Company's independent auditors their independence from
management and the Company. The Audit Committee has also considered that the
provision of non-audit services to the Company by Ernst & Young LLP is
compatible with maintaining the auditors' independence.
The Audit Committee discussed with the Company's internal auditors and
independent auditors the overall scope and plans for their respective audits.
The Audit Committee meets with the internal auditors and independent auditors,
with and without management present, to discuss the results of their
examinations, their evaluations of the Company's internal controls and the
overall quality of the Company's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board approved) that
the audited financial statements be included in the Annual Report on Form 10-K
for the year ended December 31, 2001 which is filed with the Securities and
Exchange Commission. The Audit Committee and the Board of Directors have also
recommended, subject to shareholder approval, the selection of Ernst & Young LLP
as the Company's independent auditors.
By: The Audit Committee
December 31, 2001
Catherine A. Rein
J. Carter Bacot
Richard Barth
Nicholas M. Donofrio
John A. Luke, Jr.
Donald L. Miller
William C. Richardson
Brian L. Roberts
AUDIT FEES
The aggregate fees billed to the Company by Ernst & Young LLP for their audit of
the Company's annual financial statements and reviews of the interim financial
statements in the Company's Forms 10-Q for the year ended December 31, 2001 was
$1.4 million.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The Company did not engage Ernst & Young LLP to provide any professional
services with respect to financial information systems design and implementation
for the year ended December 31, 2001.
ALL OTHER FEES
The aggregate fees billed to the Company by Ernst & Young LLP for all other
services for the year ended December 31, 2001 were $13.4 million, including
audit related services of $8.9 million. Audit related services include $6.9
million for services related to the World Trade Center disaster, and other
services of $2 million which includes fees for pension plan audits, audits of
subsidiaries, service organization reports ("SAS 70 reports"), accounting
consultations, and SEC registration statements. Non-audit services include $3.7
million for tax consulting and $.8 million for other compliance and advisory
services on various operations.
10
OTHER SERVICES PROVIDED BY ERNST & YOUNG LLP
Ernst & Young LLP also provided other services to associated organizations of
the Company that were charged directly to those organizations. These amounts
included $.6 million for the audits of mutual funds advised by the Bank and $.6
million for actuarial services in connection with the Company's pension and
benefit plans.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following tables present information concerning compensation for the chief
executive officer and the four most highly compensated executive officers of the
Company for services in all capacities to the Company and its subsidiaries
during the years indicated.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------------- ------------------------------------
AWARDS PAYOUTS
----------------------- ----------
NAME AND OTHER RESTRICTED SECURITIES ALL OTHER
PRINCIPAL ANNUAL STOCK UNDERLYING LTIP COMPENSATION
POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($) AWARDS($) OPTIONS(#) PAYOUTS($) ($)(2)
--------- ---- ---------- ----------- --------------- ---------- ---------- ---------- ------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Thomas A. Renyi........... 2001 $1,000,000 $6,789,800 -- -- 400,000 -- $152,973
Chairman and Chief 2000 925,000 12,080,938 -- -- 500,000 -- 175,580
Executive Officer 1999 850,000 5,731,000 -- -- 500,000 -- 167,819
-----------------------------------------------------------------------------------------------------------------------------------
Gerald L. Hassell......... 2001 650,000 3,826,570 -- -- 250,000 -- 89,293
President 2000 546,154 6,711,797 -- -- 250,000 -- 93,926
1999 500,000 3,576,250 -- -- 175,000 -- 87,999
-----------------------------------------------------------------------------------------------------------------------------------
Alan R. Griffith.......... 2001 575,000 3,116,565 -- -- 140,000 -- 90,211
Vice Chairman 2000 545,385 5,538,555 -- -- 160,000 -- 105,720
1999 520,000 2,827,250 -- -- 160,000 -- 104,353
-----------------------------------------------------------------------------------------------------------------------------------
Bruce W. Van Saun......... 2001 475,000 2,566,610 -- -- 125,000 -- 64,101
Senior Executive Vice 2000 440,385 4,540,609 -- -- 150,000 -- 73,823
President and Chief 1999 400,000 2,157,250 -- -- 100,000 -- 68,369
Financial Officer
-----------------------------------------------------------------------------------------------------------------------------------
Robert J. Mueller......... 2001 490,000 2,241,600 -- -- 125,000 -- 85,847
Senior Executive Vice 2000 474,423 3,969,813 -- -- 150,000 -- 103,161
President 1999 445,000 2,420,000 -- -- 120,000 -- 102,267
---------------
(1) The bonus amounts for 2001 consist of cash bonuses of $1,190,000, $560,000,
$550,000, $420,000 and $375,000 awarded to Messrs. Renyi, Hassell, Griffith,
Van Saun and Mueller respectively, and the value on December 31, 2001, of
performance share awards made under the Company's 1999 Long-Term Incentive
Plan and earned based on 2001 performance. Under the conditions of each
award, shares are generally forfeitable if the officer terminates prior to
February 12, 2004, except in the case of retirement, disability or death.
Prior to vesting, dividends are paid on earned shares. The number of shares
which were earned based on 2001 performance and the value thereof on
December 31, 2001, for the following Named Executive Officers are shown
below.
VALUE AS OF
SHARES EARNED AS DECEMBER 31,
OF DECEMBER 31, 2001 OF SHARES
2001 PURSUANT TO EARNED PURSUANT
AWARDS MADE IN TO AWARDS MADE IN
FEBRUARY 2000 FEBRUARY 2000
----------------- -------------------
Renyi............................................ 137,250 $5,599,800
Hassell.......................................... 80,063 3,266,570
Griffith......................................... 62,906 2,566,565
Van Saun......................................... 52,613 2,146,610
Mueller.......................................... 45,750 1,866,600
In addition, Messrs. Renyi, Hassell, Griffith, Van Saun and Mueller received
respectively, 18,433, 10,997, 7,070, 6,662 and 4,815 shares of restricted
stock in March 2002 in lieu of additional cash, as part of their 2001 bonus.
At the grant date, these shares had values of $768,472, $458,465, $294,748,
$277,739 and $200,737 respectively. In accordance with proxy disclosure
rules, these restricted stock awards will be included in next year's Summary
Compensation Table.
(2) The items included under column (i) for 2001 consist of the following: (1)
annual Company contributions on behalf of the named employees under the
Company's profit-sharing plan, amounting to $120,000, $78,000, $69,000,
$57,000 and $58,800 for Messrs. Renyi, Hassell, Griffith, Van Saun and
Mueller, respectively, (2) annual allocations under the Company's employee
stock ownership plan for the accounts of Messrs. Renyi, Hassell, Griffith,
Van Saun and Mueller of $4,133, $2,686, $2,376, $1,963 and $2,025,
respectively, and (3) the values of split-dollar life insurance arrangements
in the amount of $28,840, $8,607, $18,835, $5,138 and $25,022 for Messrs.
Renyi, Hassell, Griffith, Van Saun and Mueller, respectively.
11
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS(1)
NUMBER POTENTIAL REALIZABLE VALUE AT
OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS EXERCISE STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE 10-YEAR OPTION TERM(2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ------------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ---------- ------------ -------- ---------- ------------- -------------
(A) (B) (C) (D) (E) (F) (G)
Renyi................ 400,000 4.1 $54.02 2/13/11 $13,589,155 $34,437,587
Hassell.............. 250,000 2.6 54.02 2/13/11 8,493,222 21,523,492
Griffith............. 140,000 1.4 54.02 2/13/11 4,756,204 12,053,155
Van Saun............. 125,000 1.3 54.02 2/13/11 4,246,611 10,761,746
Mueller.............. 125,000 1.3 54.02 2/13/11 4,246,611 10,761,746
---------------
(1) All options were granted on February 13, 2001. For each Named Executive
Officer, the indicated options are non-qualified stock options and become
exercisable one-third per year over three years from the grant date.
(2) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and therefore
are not intended to forecast possible future appreciation, if any, in the
Company's stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES --------------------- ----------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------- --------------------- ----------------------
(A) (B) (C) (D) (E)
Renyi................ 225,392 $10,024,401 1,995,946/906,362 $37,207,632/$1,428,353
Hassell.............. 70,052 2,955,008 682,149/481,363 13,074,886/ 613,044
Griffith............. 68,808 3,208,600 981,337/306,363 23,718,487/ 497,606
Van Saun............. 34,360 826,562 131,864/264,696 743,758/ 382,939
Mueller.............. 0 0 669,946/271,362 14,734,611/ 417,852
12
COMPENSATION AND ORGANIZATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION FOR
2001
PRINCIPLES AND PROGRAM
The Company's executive compensation program is a pay for performance program.
It is designed to:
- motivate executives to enhance shareholder value with compensation
plans that tie reward to Company performance; and,
- target executive compensation at a level to ensure the Company's
ability to attract and retain superior executives.
The Compensation and Organization Committee of the Board of Directors, which is
composed entirely of outside directors, has the responsibility for the design,
implementation and administration of the Company's executive compensation
program.
To meet the above objectives, the program, which has both cash and equity
elements, consists of base salary, an annual cash incentive bonus, share grants
and stock options. In determining executive compensation, the Compensation and
Organization Committee evaluates both the total compensation package and its
individual elements. As part of its review, the Committee periodically considers
compensation data concerning the Company's key competitors developed by
independent compensation consultants. Key competitors include banks in the peer
group used for the five-year comparison of total shareholder return. The
Committee also considers Company performance, individual performance and the
relative compensation levels of other executive officers. It is expected that
total compensation will vary annually based on Company and individual
performance. The Compensation and Organization Committee and the management of
the Company believe that compensation should be based on both short-term and
long-term measurements and be directly and visibly tied to Company performance,
thus introducing substantial risk in the payout levels.
In evaluating the Company's 2001 financial performance, the Compensation and
Organization Committee considered a variety of factors. First, the economic
environment and general market conditions deteriorated throughout the year, as
evidenced by both a recession in the U.S. economy and a general increase in
credit costs for the industry. As well, 2001 reflected a significant decline in
investment and capital markets activities in virtually all major markets around
the world. The weakness in both the economy and investment activity were
exacerbated by the September 11th terrorist attacks on the World Trade Center.
Given the proximity of the Bank's principal buildings to the World Trade Center
site, the Company immediately implemented its contingency business plans
including the relocation of 8,500 employees to contingency work locations.
Despite these unfavorable conditions, the Company recorded normalized net income
(net income which excludes non-recurring items) of $1,492.1 million and earnings
per share of $2.01, up 4.4%, and 4.7%, respectively over last year's results.
These results compared favorably to many of its peers, as the Company's strategy
of emphasizing securities servicing involving a diversity of products and
markets served, coupled with a continuing focus on expense management, provided
a sound base of sustainable earnings. Despite the events of the year, capital
levels remain strong and well in excess of the regulatory minimums for a "well
capitalized bank." While the price of common shares declined 26.1% in 2001 from
year-end 2000 to year-end 2001, this was generally in line with the share price
performance of other securities processing companies.
Following is a description of the elements of executive compensation, and a
review of Mr. Renyi's compensation levels for 2001, as they relate to the
Company's performance:
BASE SALARY
Base salary levels for executive officers are determined by the Compensation and
Organization Committee of The Bank of New York (the "Bank"), which comprises the
same members as the Compensation and Organization Committee of the Company. The
Compensation and Organization Committee assesses a number of factors in fixing
the base salary of the executive officers (including the five most highly
compensated) such as the level of responsibility of the particular position, the
individual's performance, the Company's overall financial performance, and the
business and inflationary climate. In considering base salary levels, the
Compensation and Organization Committee considers all of these factors without
giving specific weight to any one factor.
Base salary levels of executive officers are reviewed every quarter by the
Compensation and Organization Committee; individual increases generally occur
every two years, but are occasionally awarded more or less frequently in
exceptional circumstances. Because of the substantial risk in the payout levels
of the
13
long-term incentive plan, the Compensation and Organization Committee believes
that base salary levels for the named executives should be at or above median
for the peer group; an independent compensation consultant periodically reviews
the competitiveness of executive salaries. Mr. Renyi's base salary of $1,000,000
was unchanged in 2001.
Performance evaluations of other executive officers are reviewed with the
Compensation and Organization Committee by the Chief Executive Officer. To
ensure that compensation policy for the top executive officers is consistent
with overall Company financial performance and executive compensation
strategies, the Compensation and Organization Committee reviews the compensation
awarded to approximately 50 of the Bank's most highly compensated executives.
ANNUAL CASH INCENTIVES
The annual cash incentive is designed to provide a short-term (one-year)
incentive to executive officers based on a subjective evaluation of their
individual contribution to Company financial performance for the year. Cash
incentives to executive officers named in the Summary Compensation Table are
generally determined based on performance against pre-established corporate
goals but may also be awarded on a discretionary basis. If performance goals are
not met, awards are scaled down against target, or eliminated. Heads of major
business units and other key officers are eligible for incentive payments.
Incentive awards are made after each year's results are known pursuant to the
1994 Management Incentive Compensation Plan (the "1994 MICP"), under which
aggregate awards generally may not exceed 10% of the amount by which net income
exceeds 7% of average shareholders' equity for the plan year. Upon
recommendation of the Compensation and Organization Committee, Board approval is
required for executive officer incentive payments.
In the case of Mr. Renyi, his allowable bonus for 2001 of $2,632,000 was based
on normalized net income results against financial goals that were established
at the beginning of 2001, and may be paid in cash and/or restricted shares. In
view of charges for certain credit exposures in 2001, the Committee has adjusted
the bonus to $1,190,000 and 18,433 restricted shares, to be awarded in March
2002.
SHARE GRANTS
The Compensation and Organization Committee strongly endorses the use of
performance shares as an important component of long-term incentive compensation
for the most senior management of the Company. Performance share earnouts
fluctuate based on Company results against pre-established goals over designated
performance periods.
Restricted share grants are made to other executive officers. Restricted shares
vest over time without regard to performance goals but provide an incentive to
recipients to remain employed with the Company and to contribute to overall
Company performance and the enhancement of shareholder value.
In 2000 performance share grants were made covering performance for calendar
years 2000, 2001 and 2002. Performance shares granted that were to earnout based
on 2001 performance, earned out against pre-established goals at 253.75% of
granted shares. Performance goals for performance shares are based on return on
equity, adjusted for non-recurring items. In view of the charges for certain
credit exposures in 2001, the Committee has adjusted the earnout to 228.75% of
granted shares. Mr. Renyi earned 137,250 shares based on a grant of 60,000
shares.
STOCK OPTION GRANTS
Stock options are designed to provide long-term (ten-year) incentives and
rewards tied to the price of the Company's Common Stock. Given the fluctuations
of the stock market, there is not always a direct correlation between stock
price performance and financial performance. The Compensation and Organization
Committee believes that stock options, which provide value to participants only
when the Company's shareholders benefit from stock price appreciation, are an
important component of the Company's executive compensation program. The number
of options currently held by an officer is not a factor in determining
individual grants, and the Compensation and Organization Committee has not
established any target level of ownership of Company Common Stock by the
Company's officers. However, retention of shares of Company stock by officers is
encouraged.
14
Stock option grants were made pursuant to the 1999 Long-Term Incentive Plan.
During 2001, approximately 1,700 key officers received stock option grants
including all executive officers. The number of option shares granted is based
on a subjective evaluation of an individual's contribution to Company financial
performance and his/her position and salary level in the Company. Stock options
are issued annually at an exercise price equal to 100% of the fair market value
of the Company's Common Stock on the date of grant. Vesting terms for stock
options are shown in the footnotes to the Option Grants in the Last Fiscal Year
table on page 12; the term of the options is ten years from the grant date.
An outside consultant used by the Compensation and Organization Committee
periodically reviews the value of long-term incentive grants (which includes
stock options and performance shares) awarded by competitors to their senior
management. Mr. Renyi was awarded 400,000 option shares in February 2001.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), the Company will not be able to take tax deductions for employee
remuneration to the named executives to the extent such remuneration exceeds $1
million and is not based on performance as defined in Section 162(m) of the
Code. The Company has modified its incentive compensation plans, has obtained
and will continue to seek the necessary shareholder approvals and has
established the requisite performance measurements to insure that compensation
paid under those plans will be deductible. In order to maintain the desired
degree of management flexibility to award compensation based upon individual
performance, compensation which does not qualify for the deduction may also be
paid.
By: The Compensation and
Organization Committee,
December 31, 2001
Richard J. Kogan
Frank J. Biondi, Jr.
William R. Chaney
John C. Malone
Donald L. Miller
15
THE BANK OF NEW YORK COMPANY, INC.
COMPARISONS OF FIVE-YEAR TOTAL SHAREHOLDER RETURN
[COMPARISON CHART]
----------------------------------------------------------------------------------------------------------------
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
----------------------------------------------------------------------------------------------------------------
The Bank of New York Company,
Inc. 100.00 175.40 248.58 250.94 351.39 264.07
Peer Group 100.00 153.47 165.21 196.58 237.32 241.47
S&P 500 100.00 131.01 165.95 198.36 178.25 155.00
Value of assumed $100 investment on December 31, 1996 in The Bank of New York
Company, Inc. Common Stock, in the Standard & Poors 500 Stock Index or in the
Peer Company Group Index. Dividends are reinvested.
PEER COMPANY GROUP
Bank of America Corporation
Bank One Corporation
Citigroup Incorporated
FleetBoston Financial Corporation
J.P. Morgan Chase & Co.(1)
Mellon Financial Corporation
Merrill Lynch & Co. Incorporated
Wachovia Corp(2)
Wells Fargo & Co.
(1) Return history of Chase Manhattan Bank through December 29, 2000, when Chase
merged with J.P. Morgan & Company; 2001 results are for J.P. Morgan Chase &
Co.
(2) During 2001 First Union Corporation acquired Wachovia Corporation and
assumed the Wachovia Corporation name; return history is that of First Union
prior to the September 2001 merger completion.
16
EMPLOYMENT AGREEMENTS AND RELATED MATTERS. The executive officers named in the
Summary Compensation Table on page 11 of this Proxy Statement are currently
parties to the agreements described below.
SEVERANCE AGREEMENTS. The Severance Agreements for Messrs. Renyi, Hassell,
Griffith, Van Saun and Mueller (the "Severance Agreements") generally provide
that in the event that, within 24 months following a "Change in Control" (as
defined below) of the Company, such executive officer either (i) receives notice
that his employment will terminate for any reason other than death, retirement,
Cause or Disability (as defined in the Severance Agreements) or (ii) gives
notice that his employment will terminate for Good Reason (as defined in each
Severance Agreement), such executive officer will be provided with severance pay
in an amount equal to 3 times the sum of the officer's (x) annual salary rate
prior to a notice of termination (or, if higher, the annual salary rate
immediately prior to the Change in Control) and (y) highest annual bonus earned
during the last three completed fiscal years immediately preceding the executive
officer's termination date (the "Bonus Amount"); the severance payment will also
include an amount equal to the lump sum actuarial equivalent of the additional
benefit which the officer would have received under the Company's Retirement,
Excess Benefit and Supplemental Executive Retirement Plans if his employment had
continued for 3 additional years, his age were increased by 3 years and he
continued to receive salary equal to the annual salary rate in effect
immediately prior to the Change in Control and bonus compensation equal to the
Bonus Amount. Should the executive officer be subject to the excise tax on
"excess parachute payments" as a result of such payment and payments under other
plans due to a Change in Control, an additional payment will be made to restore
the after-tax severance payment to the same amount which the executive officer
would have retained had the excise tax not been imposed.
The initial term of the Severance Agreements, was July 11, 2000 to December 31,
2000. Thereafter, they automatically renew each January 1st for consecutive one
year periods unless terminated by either party on 90 days prior notice,
provided, that notwithstanding any such notice, the Severance Agreements will
continue in effect for 24 months after a Change in Control which occurs during
the term or any renewal thereof. As of January 1, 2002, the severance payable
under the Severance Agreements was $20,349,307 for Mr. Renyi, $13,820,953 for
Mr. Hassell, $9,915,108 for Mr. Griffith, $8,024,455 for Mr. Van Saun and
$6,330,768 for Mr. Mueller.
OTHER EMPLOYEE BENEFIT MATTERS. Under the 1993 and 1999 Long-Term Incentive
Plans, in the event of a Change in Control (as defined below), (i) the
restrictions applicable to all shares of restricted stock and restricted share
units shall lapse and such shares and share units shall be deemed fully vested,
(ii) all restricted stock granted in the form of share units shall be paid in
cash, (iii) 200% of all performance shares granted in the form of shares of
Common Stock or share units shall be deemed to be earned in full and fully
vested, (iv) 200% of all performance shares granted in the form of share units
shall be paid in cash, and (v) any participant who holds a stock option that is
not exercisable in full shall be entitled to receive a cash payment as provided
below with respect to the portion of the stock option which is not then
exercisable. The amount of any cash payment in respect of a restricted share
unit or performance share unit shall be equal to: (A) in the event the Change in
Control is the result of a tender offer or exchange offer for Common Stock, the
final offer price per share paid for the Common Stock or, if higher, the highest
fair market value of the Common Stock during the 90-day period ending on the
date of the Change in Control or (B) in the event the Change in Control is the
result of any other occurrence, the highest fair market value of the Common
Stock during the 90-day period ending on the date of the Change in Control. The
amount to be paid in respect of the portion of any stock option which is not
exercisable shall be equal to the result of multiplying the number of shares of
Common Stock covered by such portion of the stock option by the difference
between (x) the per share value of Common Stock determined pursuant to the
preceding sentence, or such lower price as the Compensation and Organization
Committee may determine with respect to any incentive stock option to preserve
its incentive stock option status, and (y) the per share exercise price of such
stock option. Notwithstanding the foregoing, if a Change in Control occurs under
clause (C) of the definition thereof, the transaction described therein is
conditioned on qualifying for "pooling of interests" accounting treatment (or
similar accounting treatment) and the arrangements described in clauses (iii) or
(iv) of the preceding sentence would prevent such qualification, in lieu of the
arrangements described in the first sentence of this paragraph (x) all
performance shares granted in the forms of shares of Common Stock or share units
shall be converted to restricted stock of the surviving entity (or, if
applicable, of the ultimate parent corporation) and shall be fully vested at the
end of the applicable performance period, (y) all restricted stock and stock
options shall be converted into restricted stock and stock options of the
surviving entity
17
(or, if applicable, of the ultimate parent corporation) with the vesting
provisions of the original awards and (z) all such restricted stock and stock
options shall be fully vested if the employment of the holder thereof is
terminated without "cause" or for "good reason" (as such terms are defined under
the 1993 and 1999 Long-Term Incentive Plans).
The Company entered into a trust agreement with an independent trustee in 1993
to establish a trust (the "Trust") to provide for the payment of amounts due to
Messrs. Renyi, Hassell, Griffith, Mueller and later, Mr. Van Saun (and certain
other senior executives) upon a Change in Control (as defined below) of the
Company. The terms of the Trust provide for the payment to Messrs. Renyi,
Hassell, Griffith, Van Saun and Mueller (and certain other senior executives) of
the severance pay payable to them pursuant to their Severance Agreements
described above. The Trust also provides for the payment of amounts due to
participants under the Company's Supplemental Executive Retirement Plan and
Excess Benefit Plan which include Messrs. Renyi, Hassell, Griffith, Van Saun and
Mueller (and certain other senior executives). The Trust is revocable at any
time at the option of the Company prior to a Change in Control. After the
occurrence of a Change in Control, the Trust will become irrevocable and will be
used for the exclusive purpose of providing benefits to such persons. The Trust
is funded by the deposit of an irrevocable letter of credit in the amount of
$232 million issued by an entity unaffiliated with the Company.
CHANGE IN CONTROL. A "Change in Control" for purposes of the Severance
Agreements of Messrs. Renyi, Hassell, Griffith, Van Saun and Mueller, the Trust,
the Supplemental Executive Retirement Plan and Excess Benefit Plan, the 1993 and
1999 Long-Term Incentive Plans is deemed to occur if (A) any "person" (as such
term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding
the Company or any of its subsidiaries, a trustee or any fiduciary holding
securities under an employee benefit plan of the Company or any of its
subsidiaries, an underwriter temporarily holding securities pursuant to an
offering of such securities or a corporation owned, directly or indirectly, by
stockholders of the Company in substantially the same proportion as their
ownership of the Company, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of then
outstanding securities ("Voting Securities") of the Company, unless the
acquisition of Voting Securities is in connection with an acquisition by the
Company of a business or operation of or controlled by such person, a majority
of the Board approve a resolution providing that the acquisition does not
constitute a Change in Control and such person does not become the owner of 35%
or more of the Voting Securities; or (B) during any period of not more than two
years, individuals who constitute the Board as of the beginning of the period
and any new director (other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction described in
clause (A) or (C) of this sentence) whose election by the Board or nomination
for election by the Company's shareholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at such time or whose election or nomination for election was previously
approved (the "Incumbent Directors"), cease for any reason to constitute a
majority thereof; or (C) the consummation of the merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in (i) the Voting Securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity or, if
applicable, of the ultimate parent corporation which has beneficial ownership of
at least 95% of the Voting Securities of the surviving entity) at least 60% of
the combined voting power of the Voting Securities of the Company or of such
surviving entity (or such ultimate parent corporation) outstanding immediately
after such merger or consolidation and (ii) the Incumbent Directors constituting
at least a majority of (x) the board of directors of the surviving entity and of
any corporation that owns 25% or more but less than 50% of the Voting Securities
of such surviving entity or (y) the board of directors of any corporation that
owns at least 50% of the Voting Securities of such surviving entity; or (D) the
shareholders of the Company approve a plan of complete liquidation of the
Company; or (E) the consummation of the sale or disposition by the Company of
all or substantially all of the Company's assets.
18
PENSION BENEFITS
PENSION PLAN TABLE
YEARS OF CREDITED SERVICE
REMUNERATION 15 20 25 30 35 40
------------ -------- -------- ---------- ---------- ---------- ----------
$ 100,000 $ 24,750 $ 33,000 $ 41,250 $ 48,900 $ 56,400 $ 63,900
200,000 49,500 66,000 82,500 97,800 112,800 127,800
300,000 74,250 99,000 123,750 146,700 169,200 191,700
400,000 99,000 132,000 165,000 195,600 225,600 255,600
500,000 123,750 165,000 206,250 244,500 282,000 319,500
600,000 148,500 198,000 247,500 293,400 338,400 383,400
700,000 173,250 231,000 288,750 342,300 394,800 447,300
800,000 198,000 264,000 330,000 391,200 451,200 511,200
900,000 222,750 297,000 371,250 440,100 507,600 575,100
1,000,000 247,500 330,000 412,500 489,000 564,000 639,000
1,100,000 272,250 363,000 453,750 537,900 620,400 702,900
1,200,000 297,000 396,000 495,000 586,800 676,800 766,800
1,300,000 321,750 429,000 536,250 635,700 733,200 830,700
1,400,000 346,500 462,000 577,500 684,600 789,600 894,600
1,500,000 371,250 495,000 618,750 733,500 846,000 958,500
1,600,000 396,000 528,000 660,000 782,400 902,400 1,022,400
1,700,000 420,750 561,000 701,250 831,300 958,800 1,086,300
1,800,000 445,500 594,000 742,500 880,200 1,015,200 1,150,200
1,900,000 470,250 627,000 783,750 929,100 1,071,600 1,214,100
2,000,000 495,000 660,000 825,000 978,000 1,128,000 1,278,000
2,100,000 519,750 693,000 866,250 1,026,900 1,184,400 1,341,900
2,200,000 544,500 726,000 907,500 1,075,800 1,240,800 1,405,800
2,300,000 569,250 759,000 948,750 1,124,700 1,297,200 1,469,700
2,400,000 594,000 792,000 990,000 1,173,600 1,353,600 1,533,600
2,500,000 618,750 825,000 1,031,250 1,222,500 1,410,000 1,597,500
2,600,000 643,500 858,000 1,072,500 1,271,400 1,466,400 1,661,400
2,700,000 668,250 891,000 1,113,750 1,320,300 1,522,800 1,725,300
Individuals listed in the Summary Compensation Table on page 11 had the
following covered compensation, and years of credited service as of December 31,
2001, respectively: Thomas A. Renyi, $2,623,667, 30 years; Gerald Hassell,
$1,510,801, 25 years; Alan R. Griffith, $1,327,545, 35 years; Bruce Van Saun
$1,147,545, 4 years and Robert J. Mueller, $1,072,974, 24 years. Covered
compensation consists of the average of the three highest consecutive years of
combined salary and bonus paid in the last ten years, and corresponds to those
amounts indicated in column (c) and the cash portion of the amounts indicated in
column (d) of the Summary Compensation Table.
For Messrs. Renyi, Hassell, Griffith, Van Saun and Mueller, the Pension Plan
Table sets forth the estimated annual pension benefit in the form of a straight
life annuity payable at normal retirement age before reduction for Social
Security benefits.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
The Company has purchased directors' and officers' liability and corporate
reimbursement insurance, covering all directors and officers of the Company and
all subsidiaries, from the following underwriters: National Union Fire Insurance
Company of Pittsburgh, PA and Lloyd's of London. These policies are dated
December 1, 2001 at a total premium expense for a one year period of
$863,500.00, which was paid by the Company, and are due to expire December 1,
2002.
19
CERTAIN TRANSACTIONS
In the ordinary course of business, the Company and certain of its subsidiaries
have had, and expect to continue to have, banking and fiduciary transactions
with a number of their directors and executive officers and their associates and
members of their immediate families. Such transactions are all on bases
comparable to similar transactions with others who are not within such group.
Certain of the Company's executive officers and directors and members of their
immediate families are customers of the Company's subsidiaries, and certain of
the Company's executive officers and directors are executive officers, directors
or beneficial owners of 10 percent or more of any class of equity securities of
corporations, or members of partnerships, which are customers of or suppliers to
the Company and its subsidiaries. As such customers or suppliers, their
transactions were in the ordinary course of business. Such customer transactions
include borrowings, all of which were made in the ordinary course of business
and on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with others and did not
involve more than the normal risk of collectability or present other unfavorable
features.
During 2001, John C. Malone, a director of the Company, was also Chairman and
Chief Executive Officer and a holder of more than 10 percent of the equity
securities of Liberty Media Corporation. The Company made loans to Liberty Media
Corporation and certain of its affiliated companies during 2001. There was no
indebtedness outstanding at any time during 2001 net of loans participated to
the Bank. In addition to the loans made by the Company, bank subsidiaries of the
Company made loans to Liberty Media Corporation and certain of its affiliated
companies. All of these loans were made, for a variety of corporate purposes, in
the ordinary course of business on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than the normal risk of
collectability or present other unfavorable features.
During 2001, J. Carter Bacot, a director of the Company, was a party to a
consulting agreement with the Company pursuant to which he was paid $200,000.
LITIGATION
Two consolidated shareholder derivative actions have been filed (one in the
United States District Court for the Southern District of New York and one in
the New York Supreme Court, County of New York) against certain directors and
officers of the Company and the Bank alleging that the defendants have breached
their fiduciary duties of due care and loyalty by aggressively pursuing business
with Russian banks and entities without implementing sufficient safeguards and
failing to supervise properly those responsible for that business. In addition,
the consolidated federal complaint adds allegations that certain officers of the
Bank and the Company participated in a scheme to transfer cash improperly from
Russia to various off-shore accounts and to avoid Russian customs, currency and
tax laws. The actions seek, on behalf of the Company and the Bank, monetary
damages from the defendants, corrective action and attorneys' fees. In November
2001, the federal court dismissed the consolidated federal action. Counsel for
plaintiffs in that case have filed a notice of appeal and in February 2002 filed
an action containing similar allegations in state court. On September 12, 2000,
the boards of directors of the Bank and the Company formed a Special Litigation
Committee, which is conducting an independent investigation of the allegations
of the shareholder derivative actions. Management believes that the allegations
of both the federal and state actions are without merit.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and executive
officers ("Reporting Persons") to file with the Securities and Exchange
Commission and the NYSE, within specified monthly and annual due dates, reports
relating to their ownership of and transactions in the Company's equity
securities.
Based solely on a review of the copies of such reports furnished to the Company
and written representations that no other reports were required, the Company
believes that during 2001, its Reporting Persons have complied with all
applicable Section 16(a) filing requirements except that Thomas J. Perna
inadvertently failed to timely file one report reporting one transaction.
20
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the Company, as of December 31, 2001, no person had
beneficial ownership of more than 5% of its voting securities.
PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, acting upon the recommendation of the Audit Committee,
has appointed Ernst & Young LLP to serve as the Company's independent public
accountants for the year 2002, and the shareholders will be asked to ratify such
appointment at the Annual Meeting.
Representatives of Ernst & Young LLP are expected to attend the Annual Meeting,
to have an opportunity to make a statement, if they desire to do so, and to be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU MARK YOUR PROXY FOR THE
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS.
SHAREHOLDER PROPOSAL
SHAREHOLDER PROPOSAL WITH RESPECT TO FORMER GOVERNMENT OFFICIALS
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, DC 20037, who is the owner of 1,002 shares of the Common
Stock of the Company, has advised the Company that she intends to present the
following proposal at the Annual Meeting:
RESOLVED: "That the stockholders of Bank of New York assembled in
Annual Meeting in person and by proxy hereby request the Board of Directors
to have the Company furnish the stockholders each year with a list of
people employed by the Corporation with the rank of Vice President or
above, or as a consultant, or as a lobbyist, or as legal counsel or
investment banker or director, who, in the previous five years have served
in any governmental capacity, whether Federal, City or State, or as a staff
member of any CONGRESSIONAL COMMITTEE or regulatory agency, and to disclose
to the stockholders whether such person was engaged in any matter which had
a bearing on the business of the Corporation and/or its subsidiaries,
provided that information directly affecting the competitive position of
the Corporation may be omitted."
PROPONENT'S STATEMENT IN SUPPORT OF RESOLUTION:
REASONS: "Full disclosure on these matters is essential at Bank of
New York because of its many dealing with Federal and State agencies, and
because of pending issues forthcoming in Congress and/or State and
Regulatory Agencies."
"If you AGREE, please mark your proxy FOR this resolution."
MANAGEMENT RECOMMENDS A VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS:
At the 1990 and 1991 Annual Meetings shareholders overwhelmingly rejected this
proposal. Your Company operates in a highly regulated industry. As such it
derives substantial benefits from the expertise of employees and advisors with
governmental or regulatory experience. Singling out this aspect of an
individual's experience for the special attention of shareholders is
unwarranted. It would require a costly allocation of Company resources to
identify each such employee, advisor or consultant, and the compilation of such
a list, in addition to being cumbersome and intrusive would provide no
additional benefits to the Company or its shareholders.
The Board of Directors believes firmly that employees, directors and other
professionals are obligated to serve the Company faithfully. Specific Company
policies and practices have been developed to guard against conflicts of
interest. In addition, various laws as well as government regulations already
prohibit improper use of influence.
For these reasons management believes that the proposal does not serve the best
interests of the Company or its shareholders.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU MARK YOUR
PROXY AGAINST ADOPTION OF THE SHAREHOLDER PROPOSAL.
21
FUTURE SHAREHOLDER PROPOSALS
In accordance with the rules of the Securities and Exchange Commission (the
"SEC"), shareholders who intend to present proposals at the 2003 Annual Meeting
of Shareholders must submit such proposals in time for them to be received by
the Company on or before November 29, 2002, for inclusion in the Company's Proxy
Statement and form of proxy relating to that meeting. A shareholder proposal
submitted outside the process of SEC Rule 14a-8 is considered untimely if it is
not received by February 12, 2003.
J. Michael Shepherd
Secretary
March 29, 2002
22
APPENDIX A
AUDIT AND EXAMINING COMMITTEE CHARTER
GENERAL:
This charter establishes the duties of the Audit and Examining Committee ("Audit
Committee") of the Board of Directors of The Bank of New York Company, Inc.
The Audit Committee will review and assess the adequacy of this written charter
annually and recommend changes to the Board of Directors when necessary. The
Audit Committee will report its activities to the full Board of Directors on a
regular basis and make such recommendations to the Board as the Audit Committee
may deem necessary or appropriate.
The Audit Committee of the Board of Directors of The Bank of New York Company,
Inc. assists the Board of Directors in fulfilling its statutory and fiduciary
responsibilities relating to internal control, accounting policies, and auditing
and reporting practices. This Committee will serve as the audit committee for
all Company subsidiaries as permitted by local laws and banking regulations.
The Audit Committee shall be entitled to rely on (i) the integrity of those
persons and organizations within and outside the Company that it receives
information from and (ii) the accuracy of the financial and other information
provided to the Audit Committee by such persons or organizations absent actual
knowledge to the contrary (which shall be promptly reported to the Board of
Directors).
The Board of Directors has the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the independent public accountants (or
to nominate the independent public accountants). The management of the Company
is responsible for the preparation, presentation and integrity of the Company's
consolidated financial statements. Management is responsible for maintaining
appropriate accounting and financial reporting principles and policies and
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent public
accountants are responsible for planning and carrying out proper audits and
other procedures, including reviews of the Company's unaudited interim
consolidated financial statements prior to the filing of each quarterly report
on Form 10-Q, and other procedures.
MEMBERSHIP REQUIREMENTS:
The Audit Committee members will be appointed by the Board of Directors. The
Committee shall be comprised of three or more members as determined by the Board
of Directors and will be based on the specific needs of the Company and by
regulation. No members will have relationship to the Company that may interfere
with the exercise of their independence from management and the Company, as
determined by the Board of Directors in its business judgment. All members shall
have basic financial literacy, and at a minimum, one member of the Audit
Committee will have accounting or related financial management expertise, as
determined by the Board of Directors. The composition of the Audit Committee and
its independence will be reviewed periodically by the Board of Directors.
MEETINGS:
The Audit Committee will meet as often as necessary to fulfill its duties and
responsibilities. Minutes of all meetings will be maintained and will be
approved by the Audit Committee. The Audit Committee will meet separately at
least quarterly with each of management, the Auditor and the independent public
accountants to discuss any matters that the Audit Committee or any of these
persons or firms believe should be discussed. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent public accountants or any special counsel or advisors to the Audit
Committee to attend a meeting of the Audit Committee or to meet with any members
of, or consultants to, the Audit Committee.
A-1
DUTIES AND RESPONSIBILITIES:
INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee will discuss with management the selection and termination
of the independent public accountants and will provide advice regarding the
evaluation, selection and termination of the independent public accountants to
the Board of Directors and shareholders. In recommending the independent public
accountants, the Audit Committee will receive from the independent public
accountants written disclosures about their independence, and discuss with them
any factors, which might detract from their independence. The Audit Committee
shall review the fees charged by the independent public accountants for audit
and non-audit services. The independent public accountants are ultimately
accountable to the Board of Directors, as assisted by the Audit Committee.
The Audit Committee will review management's and its independent public
accountants' assessment of the adequacy of internal controls, and the resolution
of identified material weaknesses and reportable conditions in internal
controls, including the prevention and detection of management override or
compromise of the internal control system.
The Committee will review the independent public accountants' judgment about the
quality of accounting principles as applied in financial reporting.
The Audit Committee will review and discuss with management and its independent
public accountants the scope of services required at the commencement of the
audit, matters relating to the conduct of the audit and the results of the
audit. The Committee will review with the independent public accountants their
review of the Company's unaudited interim consolidated financial statements
included in Form 10-Q and reports on other communications as required by or
referred to in Statement on Auditing Standards No. 61.
INTERNAL AUDIT
The Audit Committee will review the annual internal audit plan and its
objectives with the Chief Auditor. Periodically, the Audit Committee will review
the Chief Auditor's reports describing progress against this plan and describing
significant deficiencies in the system of internal controls, significant
operating issues or other matters of interest to the Audit Committee. The Audit
Committee will review the appointment and replacement of the Chief Auditor, and
advise the Chief Auditor that he or she is expected to provide to the Audit
Committee summaries of and, as appropriate, the significant reports to
management prepared by the Internal Auditing Division and management's responses
thereto. In addition, the Chief Auditor will report on the follow-up of
significant reports and their conclusion.
COMPLIANCE TO LAWS AND REGULATIONS
The Audit Committee will review with management and its independent public
accountants the Company's year end consolidated financial statements and the
related opinion thereon prior to filing with the Securities and Exchange
Commission.
The Audit Committee shall obtain from the independent public accountants
assurance that the audit was conducted in a manner consistent with Section 10A
of the Securities Exchange Act of 1934.
The Audit Committee shall discuss with management, the Chief Auditor and/or the
independent public accountants as appropriate significant proposed or
contemplated changes to the Company's auditing and accounting principles,
policies, controls, procedures and practices, and inquire about significant
risks and exposures, if any, and the steps taken to monitor and minimize such
risks.
The Audit Committee will prepare and review with its independent public
accountants the report relating to its oversight role as required by the
Securities and Exchange Commission, for inclusion in the Company's annual proxy
statement.
The Audit Committee will review with management and its independent public
accountants the content and the basis for reports, issued to comply with the
laws and regulations required under the Federal Deposit Insurance Corporation
Improvement Act of 1991 (FDICIA).
A-2
The Committee will review with management, the Chief Compliance Officer, and the
Chief Auditor the Company's compliance with laws and regulations, including the
laws and regulations relating to safety and soundness designated by the FDIC and
appropriate federal banking agency.
The Committee will review all regulatory examination reports and management's
response thereon.
OTHER
The Committee may perform or supervise special investigations, which it deems
appropriate.
The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to engage outside
auditors for special audits, reviews and other procedures and to retain special
counsel and other experts or consultants.
A-3
THE
BANK OF
NEW A REMINDER ABOUT OUR ANNUAL REPORT
YORK
COMPANY, INC.
In support of the continued focus on cost control, The Bank of New York Company,
Inc. Annual Report will not be distributed to active employees who own Company
stock through any of the Company's benefit plans. Employees who separately own
Company stock outside of the benefit plans, registered in their name(s) or in
street name, will continue to receive a copy of the Annual Report.
The Annual Report is available on the Company's web page at www.bankofny.com
Any employee who owns Company stock in benefit plans can request a copy of the
Annual Report by sending a written request, along with a self-addressed
interoffice envelope, to:
Kathleen F. Juliano, Public Relations, BN-OWS-31
- DETACH PROXY CARD HERE -
--------------------------------------------------------------------------------
SIGN, DATE AND RETURN THIS
[ ] PROXY CARD PROMPTLY USING [X]
THE ENCLOSED ENVELOPE. VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK.
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2:
1. ELECTION OF DIRECTORS:
FOR WITHHOLD
ALL [ ] FOR ALL [ ] EXCEPTIONS* [ ]
Nominees: Messrs. 01 - Bacot, 02 - Biondi, 03 - Chaney, 04 - Donofrio,
05 - Griffith, 06 - Hassell, 07 - Kogan, 08 - Luke, 09 - Malone, 10 - Myners,
11 - Ms. Rein, Messrs. 12 - Renyi, 13 - Richardson and 14 - Roberts
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "EXCEPTIONS*" BOX AND WRITE THAT NOMINEE'S NAME ON THE FOLLOWING
BLANK LINE.)
Exceptions* ______________________________________________________
FOR AGAINST ABSTAIN
2. Ratification of Auditors. [ ] [ ] [ ]
MANAGEMENT RECOMMENDS A VOTE AGAINST PROPOSAL 3:
FOR AGAINST ABSTAIN
3. Shareholder Proposal with respect to [ ] [ ] [ ]
former government officials.
I agree to access future Proxy Statements and Annual [ ]
Reports electronically.
Address Change and/or Comments Mark Here [ ]
-------------------------------------
SCAN LINE
-------------------------------------
Date Share Owner sign here Co-Owner sign here
------ ----------------------- --------------------
Cede & Co.
------ ----------------------- --------------------
3880
EMPLOYEES' STOCK PURCHASE PLAN
THE BANK OF NEW YORK COMPANY, INC.
ONE WALL STREET, NEW YORK, NY 10286
PROXY
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas J. Mastro, Kevin C. Piccoli and Bruce
W. Van Saun as proxies each with the power to appoint his substitute and hereby
authorizes each of them to represent and to vote, as designated on the reverse
hereof, all the shares of Common Stock of The Bank of New York Company, Inc.
held of record by the undersigned on March 25, 2002 at the Annual Meeting of
Shareholders to be held on May 14, 2002 or any adjournment thereof.
UNLESS OTHERWISE SPECIFIED, THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS, FOR PROPOSAL (2) AND AGAINST
PROPOSAL (3). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
THE BANK OF NEW YORK COMPANY, INC.
76 9TH AVE.
11TH FLOOR - PROXY DEPT.
Please complete, sign and date this proxy on the reverse side and return it
promptly in the accompanying envelope.
THE THREE ALTERNATE WAYS TO VOTE YOUR PROXY
BANK OF VOTE BY TELEPHONE, INTERNET OR MAIL
NEW
YORK 24 HOURS A DAY - 7 DAYS A WEEK
COMPANY, INC. SAVE YOUR COMPANY MONEY - IT'S FAST AND CONVENIENT
TELEPHONE
1-866-814-2812
- Use any touch-tone telephone.
- Have your Proxy Form in hand.
- Enter the Control Number located in the box below.
- Follow the simple recorded instructions.
OR
INTERNET
HTTPS://WWW.PROXYVOTENOW.COM/BNY
- Go to the website address listed above.
- Have your Proxy Form in hand.
- Enter the Control Number located in the box below.
- Follow the simple instructions.
OR
MAIL
- Mark, sign and date your Proxy Card.
- Detach card from Proxy Form.
- Return the card in the postage-paid envelope provided.
Your telephone or internet vote authorizes
the named proxies to vote your shares in the
same manner as if you marked, signed and
returned the proxy card. IF YOU HAVE
SUBMITTED YOUR PROXY BY TELEPHONE OR THE
INTERNET THERE IS NO NEED FOR YOU TO MAIL
BACK YOUR PROXY CARD.
1-866-814-2812
CALL TOLL-FREE TO VOTE
--------------------------------------------
CONTROL NUMBER FOR
TELEPHONE OR INTERNET VOTING
--------------------------------------------
- DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET -
--------------------------------------------------------------------------------
SIGN, DATE AND RETURN THIS
[ ] PROXY CARD PROMPTLY USING [X]
THE ENCLOSED ENVELOPE. VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK.
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2:
1. ELECTION OF DIRECTORS:
FOR WITHHOLD
ALL [ ] FOR ALL [ ] EXCEPTIONS* [ ]
Nominees: Messrs. 01 - Bacot, 02 - Biondi, 03 - Chaney, 04 - Donofrio,
05 - Griffith, 06 - Hassell, 07 - Kogan, 08 - Luke, 09 - Malone, 10 - Myners,
11 - Ms. Rein, Messrs. 12 - Renyi, 13 - Richardson and 14 - Roberts
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "EXCEPTIONS*" BOX AND WRITE THAT NOMINEE'S NAME ON THE FOLLOWING
BLANK LINE.)
Exceptions* ______________________________________________________
FOR AGAINST ABSTAIN
2. Ratification of Auditors. [ ] [ ] [ ]
MANAGEMENT RECOMMENDS A VOTE AGAINST PROPOSAL 3:
FOR AGAINST ABSTAIN
3. Shareholder Proposal with respect to [ ] [ ] [ ]
former government officials.
I agree to access future Proxy Statements and Annual [ ]
Reports electronically.
Address Change and/or Comments Mark Here [ ]
-------------------------------------
SCAN LINE
-------------------------------------
Please sign exactly as the name appears hereon. If
stock is held in names of joint owners, both should
sign.
Date Share Owner sign here Co-Owner sign here
------ ----------------------- --------------------
------ ----------------------- --------------------
3879
THE BANK OF NEW YORK COMPANY, INC.
ONE WALL STREET, NEW YORK, NY 10286
PROXY
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas J. Mastro, Kevin C. Piccoli and Bruce
W. Van Saun as proxies each with the power to appoint his substitute and hereby
authorizes each of them to represent and to vote, as designated on the reverse
hereof, all the shares of Common Stock of The Bank of New York Company, Inc.
held of record by the undersigned on March 25, 2002 at the Annual Meeting of
Shareholders to be held on May 14, 2002 or any adjournment thereof.
UNLESS OTHERWISE SPECIFIED, THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS, FOR PROPOSAL (2) AND AGAINST
PROPOSAL (3). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
THE BANK OF NEW YORK COMPANY, INC.
P.O. BOX 11198
NEW YORK, N.Y. 10203-0198
Please complete, sign and date this proxy on the reverse side and return it
promptly in the accompanying envelope.
THE
BANK OF
NEW A REMINDER ABOUT OUR ANNUAL REPORT
YORK
COMPANY, INC.
In support of the continued focus on cost control, The Bank of New York Company,
Inc. Annual Report will not be distributed to active employees who own Company
stock through any of the Company's benefit plans. Employees who separately own
Company stock outside of the benefit plans, registered in their name(s) or in
street name, will continue to receive a copy of the Annual Report.
The Annual Report is available on the Company's web page at www.bankofny.com
Any employee who owns Company stock in benefit plans can request a copy of the
Annual Report by sending a written request, along with a self-addressed
interoffice envelope, to:
Kathleen F. Juliano, Public Relations, BN-OWS-31
- DETACH PROXY CARD HERE -
--------------------------------------------------------------------------------
SIGN, DATE AND RETURN THIS
[ ] PROXY CARD PROMPTLY USING [X]
THE ENCLOSED ENVELOPE. VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK.
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2:
1. ELECTION OF DIRECTORS:
FOR WITHHOLD
ALL [ ] FOR ALL [ ] EXCEPTIONS* [ ]
Nominees: Messrs. 01 - Bacot, 02 - Biondi, 03 - Chaney, 04 - Donofrio,
05 - Griffith, 06 - Hassell, 07 - Kogan, 08 - Luke, 09 - Malone, 10 - Myners,
11 - Ms. Rein, Messrs. 12 - Renyi, 13 - Richardson and 14 - Roberts
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "EXCEPTIONS*" BOX AND WRITE THAT NOMINEE'S NAME ON THE FOLLOWING
BLANK LINE.)
Exceptions* ______________________________________________________
FOR AGAINST ABSTAIN
2. Ratification of Auditors. [ ] [ ] [ ]
MANAGEMENT RECOMMENDS A VOTE AGAINST PROPOSAL 3:
FOR AGAINST ABSTAIN
3. Shareholder Proposal with respect to [ ] [ ] [ ]
former government officials.
I agree to access future Proxy Statements and Annual [ ]
Reports electronically.
Address Change and/or Comments Mark Here [ ]
-------------------------------------
SCAN LINE
-------------------------------------
Please sign exactly as the name appears hereon. If
stock is held in names of joint owners, both should
sign.
Date Share Owner sign here Co-Owner sign here
------ ----------------------- --------------------
Cede & Co.
------ ----------------------- --------------------
3881
EMPLOYEES' PROFIT SHARING PLAN FUND D
EMPLOYEES' STOCK OWNERSHIP PLAN
AND
EMPLOYEES' INCENTIVE SAVINGS PLAN
THE BANK OF NEW YORK COMPANY, INC.
ONE WALL STREET, NEW YORK, NY 10286
PROXY
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This card provides voting instructions for shares held in the Employees'
Stock Ownership Plan, Employees' Incentive Savings Plan and Fund D under the
Employees' Profit Sharing Plan. The undersigned hereby directs the respective
fiduciary of each plan in which the undersigned holds shares of The Bank of New
York Company, Inc. Common Stock to vote all whole shares of The Bank of New York
Company, Inc. Common Stock held in the undersigned's name and / or account under
such plan on March 25, 2002 in accordance with the instructions given on the
reverse hereof, at the Annual Meeting of Shareholders to be held on May 14, 2002
or any adjournment thereof.
UNLESS OTHERWISE SPECIFIED, THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS, FOR PROPOSAL (2) AND AGAINST
PROPOSAL (3). IN THEIR DISCRETION, THE FIDUCIARIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
THE BANK OF NEW YORK COMPANY, INC.
76 9TH AVE.
11TH FLOOR - PROXY DEPT.
Please complete and date this proxy on the reverse side and return it promptly
in the accompanying envelope.
THE
BANK OF
NEW
YORK
COMPANY, INC.
TO PARTICIPANTS IN THE EMPLOYEES' PROFIT SHARING PLAN FUND D,
EMPLOYEES' STOCK PURCHASE PLAN, EMPLOYEES' INCENTIVE SAVINGS PLAN AND THE
EMPLOYEES' STOCK OWNERSHIP PLAN
ENCLOSED IS THE PROXY STATEMENT FOR THE 2002 ANNUAL MEETING OF SHAREHOLDERS OF
THE BANK OF NEW YORK COMPANY, INC.
ALSO ENCLOSED ARE ONE OR MORE PROXY CARDS ENABLING YOU TO VOTE THE FULL SHARES
HELD FOR YOUR ACCOUNT IN EACH PLAN IN WHICH YOU ARE A PARTICIPANT (FRACTIONAL
SHARE INTERESTS ARE NOT VOTED).
EMPLOYEES' STOCK PURCHASE PLAN
Please mark your vote, sign and date the enclosed proxy card to vote whole
shares held in your account in the Employees' Stock Purchase Plan.
EMPLOYEES' STOCK OWNERSHIP PLAN, EMPLOYEES' INCENTIVE SAVINGS PLAN, AND FUND D
UNDER THE EMPLOYEES' PROFIT SHARING PLAN
Shares held in these accounts are voted by the trustees of each plan. You
instruct the trustee(s) how to vote the whole shares in your account in these
plans by marking your vote and returning the proxy card(s) in the enclosed
envelope. It is not necessary for you to sign these proxy cards because the
shares are registered in the name of the nominee of the trustee(s).
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD(S) TODAY!
J. MICHAEL SHEPHERD
SECRETARY