DESCRIPTION OF COMMON STOCK
The following summary contains a description of the general terms and provisions of our common stock. You should refer to our restated
articles of organization, as amended and our by-laws, as amended, which are filed as exhibits to the registration statement of which this prospectus forms a part. For purposes of this section entitled
Description of Common Stock, references to State Street, we, our, ours and us relate only to State Street Corporation and not its subsidiaries.
General
We have 750,000,000 shares of
authorized common stock, $1.00 par value per share, of which 351,943,858 shares were outstanding as of March 31, 2020.
Holders of
our common stock are entitled to receive dividends if, as and when declared by our board of directors out of any funds legally available for dividends. Holders of our common stock are also entitled, upon our liquidation, and after claims of
creditors and the preferences of the series D preferred stock, series F preferred stock, series G preferred stock and series H preferred stock and any other class or series of preferred stock outstanding at the time of liquidation, to receive pro
rata our net assets. We pay dividends on our common stock only if we have paid or provided for all dividends on our outstanding classes and series of preferred stock, for the then current period and, in the case of any cumulative preferred
stock, all prior periods. Our ability to declare and pay dividends on our common stock is subject to certain restrictions. See BusinessSupervision and RegulationCapital Planning, Stress Tests and Dividends in our most
recently filed Annual Report on Form 10-K. We generally are not permitted to purchase shares of our common stock unless full dividends are paid (or declared, with funds set aside for payment) on all
outstanding shares of preferred stock.
Our series D preferred stock, series F preferred stock, series G preferred stock and series H
preferred stock have, and any other series of preferred stock upon issuance will have, preference over our common stock with respect to the payment of dividends and the distribution of assets in the event of our liquidation, winding up or
dissolution. Our preferred stock also has such other preferences as may be fixed by our board of directors.
Holders of our common stock
are entitled to one vote for each share that they hold and are vested with all of the voting power except as our board of directors has provided, or may provide in the future, with respect to preferred stock or any other class or series of preferred
stock that the board of directors may hereafter authorize. See Description of Preferred Stock. Shares of our common stock are not redeemable, and have no subscription, conversion or preemptive rights. There are no sinking fund provisions
applicable to shares of our common stock.
Our common stock is listed on the New York Stock Exchange under the ticker symbol
STT. Outstanding shares of our common stock are validly issued, fully paid and non-assessable. Holders of our common stock are not, and will not be, subject to any liability as stockholders.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock Transfer and Trust Company.
Restrictions on Ownership
The BHC Act requires any bank holding company, as defined in the BHC Act, to obtain the approval of the Federal Reserve prior to
acquiring direct or indirect ownership or control of 5% or more of our common stock. Any person, other than a bank holding company, is required to obtain prior approval of the Federal Reserve to acquire 10% or more of our common stock under the
Change in Bank Control Act. Any company that directly or indirectly or acting through one or more other persons owns, controls, or has power to vote 25% or more of our common stock, that controls in any manner the election of a majority of our
directors, or that
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