UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 15, 2024
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State Street Corporation
(Exact name of Registrant as Specified in its Charter)
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Massachusetts | | 001-07511 | | 04-2456637 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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One Congress Street | | |
Boston | Massachusetts | 02114 | | |
(Address of principal executive offices, and Zip Code) | | |
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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)
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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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 |
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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).
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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.
At the Annual Meeting held on May 15, 2024, 266,899,021 shares of State Street’s common stock were represented in person or by proxy. This represented approximately 88.44% of the 301,772,251 shares of State Street’s common stock outstanding as of the close of business on March 18, 2024, the record date for the Annual 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, 2024.
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
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| For | Against | Abstain | Broker Non-Votes |
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Marie A. Chandoha | 240,793,913 | 1,555,065 | 355,180 | 24,194,863 |
DonnaLee A. DeMaio | 241,055,052 | 1,316,296 | 332,810 | 24,194,863 |
Patrick de Saint-Aignan | 235,381,358 | 6,983,899 | 338,901 | 24,194,863 |
Amelia C. Fawcett | 226,141,458 | 16,214,565 | 348,135 | 24,194,863 |
William C. Freda | 240,300,030 | 2,071,898 | 332,230 | 24,194,863 |
Sara Mathew | 238,703,078 | 3,666,613 | 334,467 | 24,194,863 |
William L. Meaney | 231,554,852 | 10,811,418 | 337,888 | 24,194,863 |
Ronald P. O'Hanley | 224,511,075 | 16,641,100 | 1,551,983 | 24,194,863 |
Sean O' Sullivan | 240,956,463 | 1,412,967 | 334,728 | 24,194,863 |
Julio A. Portalatin | 240,343,598 | 2,008,298 | 352,262 | 24,194,863 |
John B. Rhea | 240,829,499 | 1,530,805 | 343,854 | 24,194,863 |
Gregory L. Summe | 227,257,596 | 15,102,511 | 344,051 | 24,194,863 |
Proposal 2 - Advisory Proposal on Executive Compensation
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For | Against | Abstain | Broker Non-Votes |
224,718,276 | 17,084,289 | 901,593* | 24,194,863 |
92.9% | 7.1% | * | * |
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, 2024
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For | Against | Abstain | Broker Non-Votes |
246,869,789 | 19,792,710 | 236,522* | ** |
92.6% | 7.4% | * | ** |
* Not counted as votes cast
** Not applicable
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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* | 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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* | | 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.
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| | | | | STATE STREET CORPORATION |
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| | | By: | | /s/ Mark Shelton |
| | | Name: | | Mark Shelton |
| | | Title: | | Executive Vice President, General Counsel and Secretary |
Date: | May 20, 2024 | | | | |