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): March 26, 2014
______________________
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
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 





Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Elimination of Change-of-Control Excise Tax Gross-Ups

On March 26, 2014, State Street Corporation amended its change-of-control agreements with each of its executive officers to eliminate the change-of-control excise tax gross-up provisions in those agreements. State Street’s executive officers approached its Board of Directors and offered to make these amendments.
Prior to these amendments, the change-of-control agreements provided for a gross-up payment, subject to limitations, to make up for any taxes that may be imposed under the change-of-control (“golden parachute”) excise tax provisions of Section 280G and Section 4999 of the Internal Revenue Code. These gross-up payments, however, would have been made only in the event the value of the aggregate of the change-of-control benefits under the agreement exceeded 110% of the product of 2.99 multiplied by the executive officer’s “base amount.” The base amount is generally the average annual compensation of the applicable executive officer over the preceding five-year period. In the event the aggregate value of the change-of-control benefits would not have exceeded that threshold, the executive officer would not have received the gross-up benefit, and the change-of-control benefits under the agreement would have been reduced (a “cutback”) to assure that the change-of-control benefits would not have exceeded 2.99 times the executive officer’s base amount.
Pursuant to the amendments, effective March 26, 2014, each change-of-control agreement provides that, in the event change-of-control benefits would exceed 110% of the product of 2.99 multiplied by the executive officer’s base amount, then the value of the benefits shall be either (i) subject to a cutback or (ii) delivered in full, whichever of the foregoing provides the executive officer the greatest benefit on an after-tax basis (with the golden parachute excise tax being the responsibility of the executive to pay). If benefits are below the 110% threshold, the executive officer would be subject to an automatic cutback to assure that the change-of-control benefits do not exceed 2.99 times the executive officer’s base amount.
Among the officers amending their change-of-control agreements were: Joseph L. Hooley, Chairman, President and Chief Executive Officer; Michael W. Bell, Executive Vice President and Chief Financial Officer; Joseph C. Antonellis, Vice Chairman; James S. Phalen, Vice Chairman; Scott F. Powers, President and Chief Executive Officer of State Street Global Advisors; and Michael F. Rogers, Executive Vice President. The form of amendment entered into by each of these officers is attached as Exhibit 99.1 to this Current Report on Form 8-K, and the forms of change-of-control agreement entered into by each of these officers are attached (or incorporated by reference) as Exhibits 10.4 and 10.5 to State Street’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The above descriptions of the amendments and agreements represent summaries of those documents that are not complete. Those summaries are qualified in their entirety by reference to the forms of amendment and agreements.


Item 9.01.      Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.
Description
99.1
Form of amendment dated March 26, 2014 to employment agreements entered into with each of Joseph L. Hooley, Michael W. Bell, Joseph C. Antonellis, James S. Phalen, Scott F. Powers and Michael F. Rogers





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/ James J. Malerba        
 
 
Name:
 
James J. Malerba
 
 
Title:
 
Executive Vice President,
Corporate Controller and Chief Accounting Officer
Date: March 31, 2014
 
 
 
 





EXHIBIT INDEX
Exhibit No.
Description
99.1
Form of amendment dated March 26, 2014 to employment agreements entered into with each of Joseph L. Hooley, Michael W. Bell, Joseph C. Antonellis, James S. Phalen, Scott F. Powers and Michael F. Rogers







Exhibit 99.1

AMENDMENT
This Amendment to the Amended and Restated Employment Agreement (the “Employment Agreement”) by and between State Street Corporation, a Massachusetts corporation (the “ Company ”) and                                              (the “ Executive ”), dated _________ __, ____, is hereby entered into this 26 th day of March, 2014.
The parties to the Employment Agreement now wish to amend the Employment Agreement to make certain changes deemed desirable by the Company and the Executive.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.    Effective March 26, 2014, Section 10 of the Employment Agreement is amended and restated in its entirety to read as follows:
“10.      Application of Section 4999 of the Code . (a) This Section 10 shall apply, in the event it shall be determined that any payment or distribution by the Company Group to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “ Payments ”) could reasonably be expected to be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “ Excise Tax ”).
(b)    If it shall be determined that the Parachute Value of the Payments (as defined below) is equal to or less than 110% of the Safe Harbor Amount (as defined below), then the amount of the Payments otherwise due to, or for the benefit of, the Executive shall be reduced to the extent necessary, and in a manner intended to comply with Section 409A of the Code, to assure that the Parachute Value of the Payments, as calculated for the Payments remaining after such reduction, does not exceed the Safe Harbor Amount (a “ Cutback ”). To the extent any such reduction to the Executive’s Payments becomes necessary by reason of the preceding sentence; the reduction shall be applied by (x) reducing the cash payments and benefits due to the Executive under this Agreement in the following order: Section 7(i)(B), Section 7(i)(C), Section 7(i)(D) and then, if applicable, Section 7(i)(E), or (y) an order of reduction specified by the Executive; provided , however , that the Executive’s right to specify the order of reduction of the payments or benefits shall apply only to the extent that it does not directly or indirectly alter the time or method of payment of any amount that is deferred compensation subject to Section 409A. For the purposes of this Section 10, (i) “ Parachute Value of the Payments ” shall mean the present value, as of the Effective Date, for purposes of Section 280G of the Code of the portion of such Payments that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm (as defined in Section 10(d)) for purposes of determining whether and to what extent the Excise Tax will apply to such Payments, and (ii) “ Safe Harbor Amount ” shall mean the maximum Parachute Value of the Payments that the Executive can receive without any Payments being subject to the Excise Tax.
(c)    If it shall be determined that the Parachute Value of the Payments is greater than 110% of the Safe Harbor Amount, then the value of the Payments to be made to the Executive shall be either (i) subject to a Cutback or (ii) delivered in full, whichever of the foregoing results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the Executive’s actual marginal rate of federal, state and local income taxation and the Excise Tax).
(d)    All determinations required to be made under this Section 10, including whether and when a Cutback is required and the amount of such Cutback and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young LLP or such other nationally recognized certified public accounting firm as may be designated by the Executive (the “ Accounting Firm ”); provided that such Accounting Firm shall be independent of the Executive. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the





Executive shall appoint another independent nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. The Accounting Firm shall make the determinations required under this Section 10 on a preliminary basis and provide to both the Company and the Executive the detailed supporting calculations on an initial basis, as soon as reasonably practicable prior to the making of any Payment, but in no event later than 10 days prior to the Effective Date. Thereafter, the Accounting Firm shall timely make any further determinations as may be required under this Section 10 and provide to both the Company and the Executive additional detailed supporting calculations as necessary or appropriate to effectuate the provisions of this Section 10. If, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the preliminary or a subsequent determination by the Accounting Firm hereunder, amounts that should have been subject to a Cutback were instead paid or provided to the Executive (“ Overpayment ”), consistent with the calculations required to be made hereunder, then, in the event that the Executive is required to make a payment of any Excise Tax solely as a result of an Overpayment, the Accounting Firm shall determine the amount of the Overpayment that has occurred and the Company shall indemnify the Executive for any damages, including, without limitation, the Excise Tax, and costs incurred by him resulting from any Overpayment. Any amounts payable by the Company or any other member of the Company Group to the Executive as a result of the Company’s indemnification obligations as provided for in the immediately preceding sentence shall be paid no later than the last day of the calendar year following the calendar year in which the Executive remits the related taxes.”


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2.    All other terms and provisions of the Employment Agreement shall remain in full force and effect.



 
 
By:
 
 
 
 
 
 
Executive
 
 
 
 
 
 
 
Date:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATE STREET CORPORATION
 
 
 
 
 
 
 
By:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date: