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 18, 2011

 

 

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 offices)				(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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 

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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 18, 2011, State Street’s shareholders approved the 2011 Senior Executive Annual Incentive Plan. The plan had previously been approved by State Street’s Board of Directors, and its effectiveness was subject to shareholder approval. The plan provides additional incentive to senior executives to achieve targeted levels of corporate financial and strategic performance and is designed to preserve the tax deductibility of awards to senior executives under Section 162(m) of the Internal Revenue Code.

The provisions of the plan are described in the proxy statement for State Street’s 2011 annual meeting under “Item 4—Approval of 2011 Senior Executive Annual 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 18, 2011, State Street Corporation held its annual meeting of shareholders for the following purposes:

 

•

to elect thirteen directors;

 

•

to approve an advisory proposal on executive compensation;

 

•

to hold an advisory vote on the frequency of future advisory proposals on executive compensation;

 

•

to approve the 2011 Senior Executive Annual Incentive Plan;

 

•

to ratify the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2011; and

 

•

to act on a shareholder proposal related to disclosure of certain political contributions.

The shareholders voted to elect the thirteen 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 2011 Senior Executive Annual Incentive Plan and to ratify the selection of the independent registered public accounting firm. The shareholders voted against approval of the shareholder proposal relating to disclosure of certain political contributions.

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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:

Election of Directors

 

		For				Against				Abstain				Broker Non-Votes
Kennett F. Burnes			389,866,364				2,131,926				666,505				31,921,367
Peter Coym			388,300,639				3,678,104				686,052				31,921,367
Patrick de Saint-Aignan			390,033,933				1,940,294				690,568				31,921,367
Amelia C. Fawcett			384,877,529				7,109,984				677,282				31,921,367
David P. Gruber			386,975,257				5,017,246				672,292				31,921,367
Linda A. Hill			381,625,642				10,365,040				674,113				31,921,367
Joseph L. Hooley			382,748,410				9,235,017				681,368				31,921,367
Robert S. Kaplan			383,195,791				8,790,849				678,155				31,921,367
Charles R. LaMantia			387,288,211				4,706,765				669,819				31,921,367
Richard P. Sergel			382,255,772				9,739,105				669,918				31,921,367
Ronald L. Skates			387,502,904				4,474,096				687,795				31,921,367
Gregory L. Summe			363,541,034				28,447,644				676,117				31,921,367
Robert E. Weissman			382,099,089				9,893,059				672,647				31,921,367

Other Matters

 

		For				Against				Abstain				Broker Non-Votes
Advisory proposal on executive compensation		347,155,186					41,308,011				4,201,598				31,921,367

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		One Year				Two Years				Three Years				Abstain				Broker Non-Votes
Advisory vote on the frequency of future advisory proposals on executive compensation			359,307,735				2,050,908				28,806,761				2,499,391				31,921,367

 

		For				Against				Abstain				Broker Non-Votes
Approval of the 2011 Senior Executive Annual Incentive Plan			378,690,577				12,923,905				1,050,313				31,921,367
Ratification of the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2011			416,932,515				6,977,896				675,751				*
Shareholder proposal relating to disclosure of certain political contributions			141,735,952				179,755,732				71,173,111				31,921,367

 

*	Not applicable

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Number		Description
99.1		Text of “Item 4—Approval of 2011 Senior Executive Annual Incentive Plan” from the proxy statement for State Street’s 2011 annual meeting of shareholders
99.2		2011 Senior Executive Annual Incentive Plan

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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.

 

Date: May 24, 2011

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EXHIBIT INDEX

 

Number		Description
99.1		Text of “Item 4—Approval of 2011 Senior Executive Annual Incentive Plan” from the proxy statement for State Street’s 2011 annual meeting of shareholders
99.2		2011 Senior Executive Annual Incentive Plan