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8-K

State Street Corp (STT)

8-K 2020-05-22 For: 2020-05-20
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2020

______________________

State Street Corporation

(Exact name of registrant as specified in its charter)

____________________ Massachusetts 001-07511 04-2456637
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) One Lincoln Street
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Boston Massachusetts 02111
(Address of principal executive offices, and Zip Code) Registrant’s telephone number, including area code: (617) 786-3000
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________________

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:

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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $1 par value per share STT New York Stock Exchange
Depositary Shares, each representing a 1/4,000th ownership interest in a share of STT.PRD New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, without par value per share
Depositary Shares, each representing a 1/4,000th ownership interest in a share of STT.PRG New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨


Item 5.07.    Submission of Matters to a Vote of Security Holders.

On May 20, 2020, State Street Corporation held its annual meeting of shareholders. At the meeting, 319,332,602 shares of State Street’s common stock were represented. This represented approximately 90.6% of the 352,200,608 shares of State Street’s common stock outstanding as of the close of business on March 11, 2020, the record date for the meeting. The following matters were voted on at the meeting:

the election of eleven director nominees;
the approval of an advisory proposal on executive compensation; and
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the ratification of the selection of Ernst & Young LLP as State Street’s independent registered
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public accounting firm for the year ending December 31, 2020.

The shareholders voted: to elect the eleven director nominees; to approve the advisory proposal on executive compensation; and to ratify the selection of the independent registered public accounting firm.

The number of votes cast for or against and the number of abstentions and broker non-votes, as applicable, in connection with each matter presented for shareholder consideration at the meeting, are set forth below:

Proposal 1 - Election of Directors

For Against Abstain Broker Non-Votes
Marie A. Chandoha 297,995,155 937,752 282,312 20,117,383
Patrick de Saint-Aignan 292,469,173 6,453,746 292,300 20,117,383
Lynn A. Dugle 298,319,759 604,504 290,956 20,117,383
Amelia C. Fawcett 283,244,427 15,684,052 286,740 20,117,383
William C. Freda 297,579,519 1,362,288 273,412 20,117,383
Sara Mathew 291,705,368 7,243,347 266,504 20,117,383
William L. Meaney 292,239,657 6,688,574 286,988 20,117,383
Ronald P. O'Hanley 279,004,119 19,695,698 515,402 20,117,383
Sean O' Sullivan 298,418,176 515,972 281,071 20,117,383
Richard P. Sergel 281,681,285 17,257,794 276,140 20,117,383
Gregory L. Summe 279,724,534 19,212,646 278,039 20,117,383

Proposal 2 - Advisory Proposal on Executive Compensation

For Against Abstain Broker Non-Votes
208,478,335 88,728,945 2,007,939* 20,117,383*
70.1% 29.9% * *

Proposal 3 - Ratification of the selection of Ernst & Young LLP as State Street’s Independent Registered

Public Accounting Firm for the Year Ending December 31, 2020

For Against Abstain Broker Non-Votes
303,901,742 15,275,969 154,891* **
95.2% 4.8% * **

* Not counted as votes cast

** Not applicable

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
104 Cover Page Interactive Data File (formatted as Inline XBRL) submitted electronically herewith

SIGNATURES

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.

STATE STREET CORPORATION
By: /s/ DAVID C. PHELAN
Name: David C. Phelan,
Title: Executive Vice President and General Counsel
Date: May 22, 2020