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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
September 12, 2006
THE BANK OF NEW YORK COMPANY, INC.
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(exact name of registrant as specified in its charter)
NEW YORK 001-06152 13-2614959
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification number)
One Wall Street, New York, NY 10286
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(Address of principal executive offices) (Zip code)
212-495-1784
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 Regulation FD Disclosure
On September 12, 2006, the Board of Directors of The Bank of New York
Company, Inc. (the "Company"), amended the Company's Corporate Governance
Guidelines. Under the amended guidelines, any nominee for director who fails
to receive more "for" votes than "withhold" votes in an uncontested election
is required to submit his or her resignation to the Presiding Director.
The Presiding Director will refer the matter to the Nominating and Governance
Committee, which will recommend to the Board whether to accept the tendered
resignation or reject it. Within 90 days of the certification of the election,
the Board will act on the Nominating and Governance Committee's
recommendation. On a Form 8-K, the Company will promptly disclose its decision
whether to accept the director's resignation as tendered. The text of the
complete provision of the guidelines regarding the election of directors is
filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference in
its entirety.
This provision on voting for directors will be summarized or included in the
Company's annual proxy statement. The Company provides access to its
updated Corporate Governance Guidelines through its website at
www.bankofny.com.
ITEM 9.01 Financial Statements and Exhibits
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Index to and Description of Exhibits
(d) Exhibit No. Description
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99.1 Section 1.D. of the Company's Corporate Governance
Guidelines regarding the election of directors.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: September 25, 2006
THE BANK OF NEW YORK COMPANY, INC.
(Registrant)
By: /s/ Bart Schwartz
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Name: Bart Schwartz
Title: Secretary and
Corporate Governance Officer
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Section 1.D. of the Company's Corporate Governance Guidelines
regarding the election of directors.