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): May 15, 2019
______________________
State Street Corporation
(Exact Name of Registrant as Specified in Charter)
______________________
| Massachusetts | 001-07511 | 04-2456637 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
One Lincoln Street Boston, Massachusetts, 02111 | |
| (Address of principal executive offices, and Zip Code) | |
| Registrant’s telephone number, including area code: (617) 786-3000 |
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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Securities registered pursuant to section 12(b) of the Act:
| (Title of each class) | (Trading Symbol) | (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 Non-Cumulative Perpetual Preferred Stock, Series C, without par value per share | STT.PRC | New York Stock Exchange | ||
| Depositary Shares, each representing a 1/4,000th ownership interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, without par value per share | STT.PRD | New York Stock Exchange | ||
| Depositary Shares, each representing a 1/4,000th ownership interest in a share of Non-Cumulative Perpetual Preferred Stock, Series E, without par value per share | STT.PRE | New York Stock Exchange | ||
| Depositary Shares, each representing a 1/4,000th ownership interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share | STT.PRG | New York Stock Exchange | ||
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2019, State Street Corporation announced that Karen C. Keenan, Executive Vice President and Chief Administrative Officer, is taking a personal leave of absence. Tracy A. Atkinson, who previously served as Executive Vice President and Chief Compliance Officer, has assumed the role of acting Chief Administrative Officer, effective immediately.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 15, 2019, State Street Corporation held its annual meeting of shareholders. At the meeting, 342,125,780 shares of State Street’s common stock were represented in person or by proxy. This represented approximately 91% of the 377,025,361 shares of State Street’s common stock outstanding as of the close of business on March 8, 2019, the record date for the meeting. The following matters were voted on at the meeting:
| • | the election of twelve director nominees; |
| • | the approval of an advisory proposal on executive compensation; and |
| • | the ratification of the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2019. |
The shareholders voted: to elect the twelve 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 | |
| Kennett F. Burnes | 309,609,437 | 9,572,441 | 270,332 | 22,673,570 |
| Patrick de Saint-Aignan | 317,238,976 | 1,937,886 | 275,348 | 22,673,570 |
| Lynn A. Dugle | 317,346,269 | 1,836,439 | 269,502 | 22,673,570 |
| Amelia C. Fawcett | 312,440,978 | 6,744,294 | 266,938 | 22,673,570 |
| William C. Freda | 317,721,763 | 1,444,898 | 285,549 | 22,673,570 |
| Joseph L. Hooley | 311,265,345 | 7,875,042 | 311,823 | 22,673,570 |
| Sara Mathew | 316,751,070 | 2,423,811 | 277,329 | 22,673,570 |
| William L. Meaney | 315,552,508 | 3,614,826 | 284,876 | 22,673,570 |
| Ronald P. O’Hanley | 315,648,715 | 3,531,517 | 271,978 | 22,673,570 |
| Sean O’Sullivan | 317,838,014 | 1,335,915 | 278,281 | 22,673,570 |
| Richard P. Sergel | 306,680,357 | 12,507,164 | 264,689 | 22,673,570 |
| Gregory L. Summe | 305,154,838 | 14,021,677 | 275,695 | 22,673,570 |
Proposal 2 - Advisory Proposal on Executive Compensation
| For | Against | Abstain | Broker Non-Votes |
| 289,723,087 | 29,043,526 | 685,597 * | 22,673,570 * |
| 90.9% | 9.1% | * | * |
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, 2019
| For | Against | Abstain | Broker Non-Votes |
| 330,455,102 | 11,496,123 | 174,555 * | ** |
| 96.6% | 3.4% | * | ** |
* Not counted as votes cast
| ** | Not applicable |
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 17, 2019 | ||||