State Street Corporation (NYSE:STT) Files An 8-K Material Modification to Rights of Security Holders

State Street Corporation (NYSE:STT) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03.Material Modification to Rights of Security Holders.

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On May 16, 2018 State Street Corporation held its annual meeting of shareholders. At the annual meeting, the full results of which are included in Item 5.07 below, shareholders voted to approve amendments to Article 6 of State Street’s Articles of Organization to implement a majority voting standard for specified corporate actions. This description is a summary of the amendments and is qualified in its entirety by reference to the amended and restated Article 6, as described in Item 3 of the definitive proxy statement for State Street’s 2018 annual meeting and fully set forth in Appendix B thereto (as filed with the Securities and Exchange Commission on April 5, 2018). A copy of the amended and restated Article 6 of State Street’s Articles of Organization is attached to this Current Report on Form 8-K as Exhibit 3.1.

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

At the May 16, 2018 annual meeting of shareholders, 337,573,394 shares of State Street’s common stock were represented in person or by proxy. This represented approximately 91% of the 367,874,930 shares of State Street’s common stock outstanding as of the close of business on March 9, 2018, the record date for the 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 amendment to the Articles of Organization to implement a majority voting standard for specified corporate actions; and

the ratification of the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2018.

The shareholders voted: to elect the twelve director nominees; to approve the advisory proposal on executive compensation; to approve the amendment to the Articles of Organization; 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

KennettF.Burnes

306,634,939

9,504,952

220,210

21,213,293

Patrick de Saint-Aignan

314,905,158

1,190,550

264,393

21,213,293

Lynn A. Dugle

315,033,743

1,095,948

230,410

21,213,293

Amelia C. Fawcett

312,927,418

3,205,125

227,558

21,213,293

William C. Freda

314,849,689

1,268,092

242,320

21,213,293

Linda A. Hill

309,120,304

7,018,277

221,520

21,213,293

Joseph L. Hooley

305,554,961

9,853,701

951,439

21,213,293

Sara Mathew

311,994,513

4,140,637

224,951

21,213,293

William L. Meaney

307,103,329

9,003,246

253,526

21,213,293

Sean O’Sullivan

314,970,056

1,139,952

250,093

21,213,293

Richard P. Sergel

306,730,484

9,416,395

213,222

21,213,293

Gregory L. Summe

306,155,775

9,993,162

211,164

21,213,293

Proposal 2 – Advisory Proposal on Executive Compensation

For

Against

Abstain

Broker Non-Votes

302,800,463

12,917,571

642,067*

21,213,293*

95.9%

4.1%

*

*

Proposal 3 – Amendment to the Articles of Organization

For

Against

Abstain

Broker Non-Votes

315,245,552

744,136

370,413

21,213,293

As required to amend the Articles of Organization, shareholders of more than two-thirds of the outstanding shares (more than 85%) voted to approve the proposed amendments to implement a majority voting standard for specified corporate actions.

Proposal 4 – Ratification of the selection of Ernst & Young LLP as State Street’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2018

For

Against

Abstain

Broker Non-Votes

330,094,459

7,254,793

224,142*

**

97.9%

2.1%

*

**

*

Not counted as votes cast

**

Not applicable

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits


STATE STREET CORP Exhibit
EX-3.1 2 exhibit31article6.htm EXHIBIT 3.1 exhibit31article6 Exhibit 3.1 Article 6 By-laws The board of directors is authorized to make,…
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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.

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