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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
______________________

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 16, 2018
______________________
State Street Corporation
(Exact name of registrant as specified in its charter)
______________________
Massachusetts
 
001-07511
 
04-2456637
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
 
 
 
 
One Lincoln Street
Boston, Massachusetts
 
02111
(Address of principal executive office)
 
(Zip Code)
Registrant’s telephone number, including area code: (617) 786-3000
______________________
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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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  o

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 3.03.    Material Modification to Rights of Security Holders.
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
Kennett F. 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
Exhibit No.
  
Description
 





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/ DAVID C. PHELAN
 
 
 
Name:
 
David C. Phelan
 
 
 
Title:
 
Executive Vice President, General Counsel and Assistant Secretary
Date:
May 22, 2018