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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):
October 11, 2005
THE BANK OF NEW YORK COMPANY, INC.
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(exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
001-06152 13-2614959
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(Commission file number) (I.R.S. employer 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 1.01 Entry into a Material Definitive Agreement.
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On October 11, 2005 the Company's Board of Directors voted to change the
compensatory arrangements for non-employee directors, effective January 1,
2006. The cash portion of a non-employee director's retainer will be
$45,000 per year. Each non-employee director will also receive an $1,800
board meeting fee and an $1,800 committee meeting fee. The equity portion
of a non-employee director's retainer will consist of whole shares of the
Company's common stock with a fair market value equal to $100,000 on the
date of award. The presiding director will receive a $10,000 annual
stipend. Committee chairs will each receive a $3,000 annual retainer,
except the chairs of the Nominating and Governance Committee and the
Pension Committee who will receive a $5,000 annual retainer, chairs of the
Compensation and Organization Committee and Risk Committee who will receive
a $7,000 annual retainer and the chair of the Audit and Examining Committee
who will receive a $10,000 annual retainer. The retainer schedule is set
forth in Exhibit 10 to this report.
ITEM 9.01 Financial Statement and Exhibits.
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Index to and Description of Exhibits
(c) Exhibit Description
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10 Retainer Schedule for Non-Employee 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: October 17, 2005
THE BANK OF NEW YORK COMPANY, INC.
(Registrant)
By: /s/ Thomas J. Mastro
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Name: Thomas J. Mastro
Title: Comptroller