State Street Corporation (NYSE:STT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Broker Non-Votes

ME Staff 8-k

7 years ago

State Street Corporation (NYSE:STT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

At State Street Corporation’s annual meeting of shareholders held
on May 17, 2017, State Street’s shareholders approved the 2017
Stock Incentive Plan (the Plan). The purpose of the Plan is to
advance the interests of State Streets shareholders by enhancing
State Streets ability to attract, retain and motivate persons who
are expected to make important contributions to State Street and by
providing such persons with equity ownership opportunities and
performance-based incentives that are intended to better align the
interests of such persons with those of State Streets shareholders.
The Plan, among other things, allows for the issuance of up to
8,300,000 shares of State Streets common stock, plus up to an
additional 28,500,000 shares of State Streets common stock, which
is equal to the sum of (1) the number of shares of common stock
reserved for issuance under State Streets 2006 Equity Incentive
Plan that remained available for grant immediately prior to the
annual meeting and (2) the number of shares of common stock subject
to awards granted under the 2006 Equity Incentive Plan that,
following the annual meeting, may expire, terminate or be otherwise
surrendered, canceled, forfeited or repurchased by State Street at
their original issuance price to a contractual repurchase right
(subject, in the case of incentive stock options, to any
limitations of the Internal Revenue Code of 1986, as amended).

The Plan had previously been approved by State Street’s Board of
Directors, and its effectiveness was subject to shareholder
approval. The provisions of the Plan are described in the proxy
statement for State Street’s 2017 annual meeting under Item 4 –
Approval of The 2017 Stock Incentive Plan, which description is
attached to this Current Report on Form 8-K as Exhibit 99.1 and
incorporated herein by reference. The description of the Plan is
qualified in its entirety by reference to the complete text of the
Plan, a copy of which is attached to this Current Report on Form
8-K as Exhibit 99.2 and incorporated herein by reference. >

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 17, 2017, State Street Corporation held its annual meeting
of shareholders. 351,696,933 shares of State Streets common stock
were represented in person or by proxy at the meeting, representing
approximately 92% of the 381,657,541 shares of State Streets common
stock outstanding as of the close of business on March 10, 2017,
the record date for the meeting. The following matters were voted
on at the meeting:


	the election of ten director nominees;


	the approval of an advisory proposal on executive compensation;


	the recommendation, by an advisory proposal, for the frequency of future advisory proposals on executive compensation;


	the approval of the 2017 Stock Incentive Plan; and


	the ratification of the selection of Ernst Young LLP as State Streets independent registered public accounting firm for the year ending December 31, 2017.

The shareholders voted to elect the ten director nominees, to
approve the advisory proposal on executive compensation, to
recommend an annual frequency for future advisory proposals on
executive compensation, to approve the 2017 Stock Incentive Plan
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



	For	Against	Abstain	Broker Non-Votes
Kennett F. Burnes	323,227,885	5,446,017	296,982	22,726,049
Patrick de Saint-Aignan	326,950,086	1,685,256	335,542	22,726,049
Lynn A. Dugle	326,953,780	1,657,261	359,843	22,726,049
Amelia C. Fawcett	325,522,971	3,114,349	333,564	22,726,049
William C. Freda	326,753,383	1,855,346	362,155	22,726,049
Linda A. Hill	324,462,802	4,213,288	294,794	22,726,049
Joseph L. Hooley	320,295,054	7,205,300	1,470,530	22,726,049
Sean O’Sullivan	327,882,808	725,688	362,388	22,726,049
Richard P. Sergel	320,839,802	7,790,115	340,967	22,726,049
Gregory L. Summe	321,185,573	7,438,437	346,874	22,726,049

Proposal 2 – Advisory Proposal on Executive Compensation

Proposal 3 – Advisory Proposal on the Frequency of Future
Advisory Proposals on Executive Compensation



1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
303,830,035	469,266	24,108,246	563,337*	22,726,049*
92.5%	0.1%	7.4%

Proposal 4 – Approval of the 2017 Stock Incentive Plan



For	Against	Abstain	Broker Non-Votes
313,706,893	14,591,782	672,209	22,726,049*
95.4%	4.4%	0.2%

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, 2017



For	Against	Abstain	Broker Non-Votes
342,707,181	8,758,385	231,367*	**
97.5%	2.5%		**



*		Not counted as votes cast
**		Not applicable

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



99.1		Text of “Item 4 – Approval of The 2017 Stock Incentive Plan” from the proxy statement for State Street’s 2017 annual meeting of shareholders
99.2		2017 Stock Incentive Plan

About State Street Corporation (NYSE:STT)
State Street Corporation, the parent company, is a financial holding company. The parent company provides financial and managerial support to its legal and operating subsidiaries. The Company, through its subsidiary, State Street Bank, provides a range of financial services and products to institutional investors across the world. Its clients include mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, foundations, endowments and investment managers. It has approximately two lines of business: Investment Servicing and Investment Management. Its Investment Servicing line of business performs core custody and related value-added functions, such as providing institutional investors with clearing, payment and settlement services. Its Investment Management services through State Street Global Advisors (SSGA). SSGA provides a range of investment management, investment research and investment advisory services. State Street Corporation (NYSE:STT) Recent Trading Information
State Street Corporation (NYSE:STT) closed its last trading session up +0.70 at 81.51 with 1,515,600 shares trading hands.