State Street Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Major Banks
Finance
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 14, 2025
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(Exact name of Registrant as Specified in its Charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices, and Zip Code) | |||||||||||
Registrant’s telephone number, including area code: | ||||||||
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Depositary Shares, each representing a 1/4,000th ownership interest in a share of | ||||||||||||||
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 | |||||
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 14, 2025, 254,839,731 shares of State Street’s common stock were represented in person or by proxy. This represented approximately 88.30% of the 288,590,984 shares of State Street’s common stock outstanding as of the close of business on March 14, 2025, the record date for the Annual Meeting. The following matters were voted on at the meeting:
•the election of eleven director nominees;
•the approval of an advisory proposal on executive compensation;
•the ratification of the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2025;
•a shareholder proposal requesting the adoption of a policy and amendment to the by-laws requiring the Chair of the Board be an independent member of the Board in the next CEO transition; and
•a shareholder proposal requesting a report disclosing whether and how State Street addresses transition of workers and fairness to communities in its transition finance strategy.
The shareholders voted: to elect the eleven director nominees; to approve the advisory proposal on executive compensation; to ratify the selection of the independent registered public accounting firm; and against the two shareholder proposals.
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 | 235,004,263 | 844,313 | 299,594 | 18,691,561 | ||||||||||
| DonnaLee A. DeMaio | 235,005,498 | 851,057 | 291,615 | 18,691,561 | ||||||||||
| Amelia C. Fawcett | 229,117,483 | 6,605,789 | 424,898 | 18,691,561 | ||||||||||
| William C. Freda | 233,065,622 | 2,786,936 | 295,612 | 18,691,561 | ||||||||||
| Patricia M. Halliday | 235,391,775 | 461,306 | 295,089 | 18,691,561 | ||||||||||
| Sara Mathew | 227,448,002 | 8,404,681 | 295,487 | 18,691,561 | ||||||||||
| William L. Meaney | 231,690,067 | 4,160,329 | 297,774 | 18,691,561 | ||||||||||
| Ronald P. O'Hanley | 224,226,446 | 11,620,109 | 301,615 | 18,691,561 | ||||||||||
| Sean O' Sullivan | 235,395,667 | 454,075 | 298,428 | 18,691,561 | ||||||||||
| Julio A. Portalatin | 234,299,055 | 1,554,177 | 294,938 | 18,691,561 | ||||||||||
| John B. Rhea | 235,165,317 | 779,181 | 203,672 | 18,691,561 | ||||||||||
Proposal 2 - Advisory Proposal on Executive Compensation
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 217,749,923 | 17,561,319 | 836,928* | 18,691,561 | ||||||||
| 92.5% | 7.5% | * | * | ||||||||
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, 2025
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 235,222,539 | 19,465,795 | 151,397* | ** | ||||||||
| 92.4% | 7.6% | * | ** | ||||||||
Proposal 4 – Shareholder Proposal Requesting the Adoption of a Policy and Amendment to the By-Laws Requiring the Chair of the Board to be an Independent Member of the Board in the next CEO transition
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 60,797,613 | 174,893,391 | 457,166* | 18,691,561 | ||||||||
| 25.8% | 74.2% | * | * | ||||||||
Proposal 5 – Shareholder Proposal Requesting a Report Disclosing Whether and How the Company Addresses Transition of Workers and Fairness to Communities in its Transition Finance Strategy
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 27,927,048 | 204,982,581 | 3,238,541* | 18,691,561 | ||||||||
| 12.0% | 88.0% | * | * | ||||||||
* Not counted as votes cast
** Not applicable
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| * | 104 | 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.
| STATE STREET CORPORATION | |||||||||||||||||
| By: | /s/ Mark Shelton | ||||||||||||||||
| Name: | Mark Shelton | ||||||||||||||||
| Title: | Executive Vice President, General Counsel and Secretary | ||||||||||||||||
| Date: | May 19, 2025 | ||||||||||||||||