Current Report Filing (8-k)
May 22 2020 - 8:24AM
Edgar (US Regulatory)
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2020-05-20
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2020-05-20
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2020-05-20
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2020-05-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 20, 2020
______________________
State Street Corporation
(Exact name of registrant as specified in its charter)
____________________
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Massachusetts
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001-07511
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04-2456637
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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One Lincoln Street
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Boston
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Massachusetts
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02111
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(Address of principal executive offices, and Zip Code)
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Registrant’s telephone number, including area code:
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(617)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $1 par value per share
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STT
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New York Stock Exchange
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Depositary Shares, each representing a 1/4,000th ownership interest in a share of
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STT.PRD
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New York Stock Exchange
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Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, without par value per share
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Depositary Shares, each representing a 1/4,000th ownership interest in a share of
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STT.PRG
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New York Stock Exchange
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Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share
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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
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☐
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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:
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the election of eleven director nominees;
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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
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For
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Against
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Abstain
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Broker Non-Votes
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Marie A. Chandoha
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297,995,155
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937,752
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282,312
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20,117,383
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Patrick de Saint-Aignan
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292,469,173
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6,453,746
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292,300
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20,117,383
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Lynn A. Dugle
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298,319,759
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604,504
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290,956
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20,117,383
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Amelia C. Fawcett
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283,244,427
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15,684,052
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286,740
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20,117,383
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William C. Freda
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297,579,519
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1,362,288
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273,412
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20,117,383
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Sara Mathew
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291,705,368
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7,243,347
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266,504
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20,117,383
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William L. Meaney
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292,239,657
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6,688,574
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286,988
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20,117,383
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Ronald P. O'Hanley
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279,004,119
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19,695,698
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515,402
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20,117,383
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Sean O' Sullivan
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298,418,176
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515,972
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281,071
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20,117,383
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Richard P. Sergel
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281,681,285
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17,257,794
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276,140
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20,117,383
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Gregory L. Summe
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279,724,534
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19,212,646
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278,039
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20,117,383
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Proposal 2 - Advisory Proposal on Executive Compensation
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For
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Against
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Abstain
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Broker Non-Votes
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208,478,335
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88,728,945
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2,007,939*
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20,117,383*
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70.1%
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29.9%
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*
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*
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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
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For
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Against
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Abstain
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Broker Non-Votes
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303,901,742
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15,275,969
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154,891*
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**
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95.2%
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4.8%
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*
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**
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* Not counted as votes cast
** Not applicable
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (formatted as Inline XBRL) submitted electronically herewith
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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:
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/s/ DAVID C. PHELAN
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Name:
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David C. Phelan,
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Title:
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Executive Vice President and General Counsel
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Date:
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May 22, 2020
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