8-KExhibits & Filings

STATE STREET CORP 8-K Report, Exhibit Filing (Oct 20, 2015)

Filed October 20, 2015For Securities:STTSTT-PG

Summary

State Street Corporation (STT) has amended and restated its by-laws, effective October 15, 2015, to implement a proxy access procedure for shareholder director nominations. This change allows eligible shareholders to nominate directors and have them included in the company's proxy materials. The new by-laws aim to enhance shareholder engagement and provide a more direct channel for them to influence board composition. This development is significant for investors as it lowers the barrier for meaningful participation in corporate governance. The proxy access provision requires a nominating shareholder or group of up to 20 shareholders to collectively own at least 3% of State Street's outstanding voting stock for a continuous period of three years. Nominees included via this process can represent up to 20% of the board, indicating a potentially substantial impact on future board composition.

Key Highlights

  • 1State Street Corporation adopted a proxy access by-law allowing shareholders to nominate directors for inclusion in company proxy materials.
  • 2The new by-laws were effective as of October 15, 2015.
  • 3A shareholder or group of up to 20 shareholders can nominate directors.
  • 4The nominating shareholder(s) must beneficially own 3% or more of the total voting power of outstanding shares.
  • 5The 3% ownership stake must be held continuously for at least three years.
  • 6Proxy access nominees can constitute up to 20% of the board of directors.
  • 7The amended by-laws include related conforming changes to facilitate the proxy access procedure.

Frequently Asked Questions

Proxy access is a by-law provision that allows certain long-term shareholders to nominate directors and have those nominees included in the company's official proxy statement and ballot. For State Street shareholders, this means a more streamlined process to put forward director candidates for election by all shareholders, potentially increasing board diversity and accountability.

To nominate a director using proxy access, a shareholder or a group of up to 20 shareholders must collectively own at least 3% of State Street's outstanding capital stock entitled to vote. This ownership must have been maintained continuously for a minimum of three years prior to the nomination.

Under the amended by-laws, a qualifying shareholder or group of shareholders can nominate director candidates representing up to 20% of the total number of directors on State Street's board.

Yes, in addition to the ownership threshold and holding period, the nominating shareholder(s) and their proposed director nominee(s) must also satisfy other specific requirements outlined in Article I, Section 7(c) of the amended and restated by-laws.