(Address
of principal executive offices, and Zip Code)
Registrant’s telephone number, including area code:
i(617)
i786-3000
________________
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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
stock, $1 par value per share
iSTT
iNew York Stock Exchange
Depositary
Shares, each representing a 1/4,000th ownership interest in a share of
iSTT.PRD
iNew York Stock Exchange
iFixed-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
iSTT.PRG
iNew
York Stock Exchange
iFixed-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
i☐
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of shareholders of State Street Corporation (“State Street”) held on May 17, 2023 (the “Annual Meeting”), State Street's shareholders approved the Amended and Restated 2017 Stock Incentive Plan (the “A&R Plan”), which amends and restates State Street’s 2017 Stock Incentive Plan to:
•increase the number of shares of State Street’s common stock available for issuance under the A&R Plan by 6,775,000 shares;
•delete obsolete provisions no longer required by Section 162(m)
of the Internal Revenue Code of 1986, as amended, and any regulations thereunder;
•eliminate the recycling of shares used to pay the exercise or measurement price of, and/or tax withholding with respect to, stock options and stock appreciation rights;
•clarify that any dividends paid with respect to unvested shares of restricted stock will be accrued and paid only if such restricted stock vests;
•confirm that in connection with a change in control of State Street, awards that vest based on continued service will be subject to ‘‘double trigger’’ vesting (that is, accelerated vesting upon a qualifying termination following the change in control); and
•extend the term of the A&R Plan to ten years
from the date of the Annual Meeting.
The A&R Plan was previously approved by State Street's Board of Directors, subject to shareholder approval. A further summary of the A&R Plan is set forth in State Street’s proxy statement for the Annual Meeting under “Item 4: Approval of the Amended and Restated 2017 Stock Incentive Plan,” filed with the U.S. Securities and Exchange Commission on April 5, 2023 (the “A&R Proxy Disclosure”), which A&R Proxy Disclosure is incorporated herein by reference. Each of the above summary and the A&R Proxy Disclosure is qualified
in its entirety by reference to the complete copy of the A&R Plan attached to this Current Report on Form 8-K as Exhibit 99.1, which copy is incorporated herein by reference.
Item 5.07.Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 17, 2023, 305,594,865 shares of State Street’s common stock were represented in person or by proxy. This represented approximately 90.82% of the 336,458,439 shares of State Street’s common stock outstanding as of the close of business on March 21, 2023, 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;
•the approval of an advisory proposal on the frequency of future advisory proposals on executive compensation;
•the approval of the A&R Plan;
•the ratification of the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2023; and
•a
shareholder proposal relating to asset management stewardship activities.
The shareholders voted: to elect the twelve director nominees; to approve the advisory proposal on executive compensation; to approve an annual frequency for future advisory proposals on executive compensation; to approve the A&R Plan; to ratify the selection of the independent registered public accounting firm; and against the shareholder proposal.
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
280,326,126
1,231,005
331,070
23,706,664
DonnaLee
DeMaio
279,773,656
1,784,868
329,677
23,706,664
Patrick de Saint-Aignan
273,562,512
7,988,222
337,467
23,706,664
Amelia C. Fawcett
264,679,389
16,878,976
329,836
23,706,664
William
C. Freda
278,295,642
3,257,938
334,621
23,706,664
Sara Mathew
268,345,594
13,211,345
331,262
23,706,664
William L. Meaney
274,056,884
7,496,949
334,368
23,706,664
Ronald P. O'Hanley
260,667,046
20,374,797
846,358
23,706,664
Sean
O' Sullivan
280,100,492
1,455,074
332,635
23,706,664
Julio A. Portalatin
279,761,861
1,788,974
337,366
23,706,664
John B. Rhea
280,113,714
1,442,222
332,265
23,706,664
Gregory
L. Summe
263,717,629
17,836,438
334,134
23,706,664
Proposal 2 - Advisory Proposal on Executive Compensation
For
Against
Abstain
Broker Non-Votes
260,498,318
19,222,667
2,167,216*
23,706,664
93.1%
6.9%
*
*
Proposal
3 - Advisory Proposal on the Frequency of Future Advisory Proposals on Executive Compensation
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
276,711,077
257,448
4,491,913
427,763*
23,706,664
98.3%
0.1%
1.6%
*
*
In
light of the shareholder voting results and other factors, the Board of Directors has determined effective May 17, 2023 that State Street will hold an annual advisory vote on executive compensation. State Street will re-evaluate this determination in connection with its next shareholder advisory vote regarding the frequency of future advisory votes on executive compensation.
Proposal 4 - Amended and Restated 2017 Stock Incentive Plan
For
Against
Abstain
Broker
Non-Votes
261,086,331
18,091,085
2,710,785*
23,706,664
93.5%
6.5%
*
*
Proposal 5 - Ratification of the Selection of Ernst & Young LLP as State Street’s Independent Registered Public Accounting Firm for the Year Ending December
31, 2023
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.
