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) |
Registrants 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 |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At State Street Corporations annual meeting of shareholders held on May 18, 2011, State Streets shareholders approved the 2011 Senior Executive Annual Incentive Plan. The plan had previously been approved by State Streets 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 Streets 2011 annual meeting under Item 4Approval 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:
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to elect thirteen directors; |
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to approve an advisory proposal on executive compensation; |
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to hold an advisory vote on the frequency of future advisory proposals on executive compensation; |
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to approve the 2011 Senior Executive Annual Incentive Plan; |
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to ratify the selection of Ernst & Young LLP as State Streets independent registered public accounting firm for the year ending December 31, 2011; and |
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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.
The number of votes cast for or against and the number of abstentions and broker non-votes,
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 |
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 Streets 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 4Approval of 2011 Senior Executive Annual Incentive Plan from the proxy statement for State Streets 2011 annual meeting of shareholders | |
99.2 | 2011 Senior Executive Annual Incentive Plan |
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 and General Counsel |
Date: May 24, 2011
EXHIBIT INDEX
Number |
Description |
|
99.1 | Text of Item 4Approval of 2011 Senior Executive Annual Incentive Plan from the proxy statement for State Streets 2011 annual meeting of shareholders | |
99.2 | 2011 Senior Executive Annual Incentive Plan |
Exhibit 99.1
ITEM 4 APPROVAL OF 2011 SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN
The Board of Directors unanimously recommends that you vote
FOR
this proposal (Item 4 on your proxy card)
The Executive Compensation Committee and the Board of Directors have approved and recommend for shareholder approval, the 2011 Senior Executive Annual Incentive Plan, or SEAIP, including the business criteria on which the performance goals are to be based. The SEAIP provides additional incentive to senior executives to achieve targeted levels of corporate financial and strategic performance. The SEAIP is intended as a successor plan to the 2006 Restated Senior Executive Annual Incentive Plan previously approved by the shareholders in April 2006, which we refer to as the 2006 Plan. If approved, the provisions of the SEAIP would be in effect for awards beginning in 2012. If the SEAIP is not approved, no payments will be made under the SEAIP.
The SEAIP is being submitted for shareholder approval to preserve the tax deductibility of awards to senior executives under Section 162(m) of the Internal Revenue Code. Section 162(m) limits to $1 million per year the deductibility of compensation to the Chief Executive Officer and the next three most highly compensated executive officers other than the Chief Financial Officer. This limit does not apply to compensation defined in Section 162(m) as qualified performance-based compensation. In order for awards under the SEAIP to constitute qualified performance-based compensation, shareholders must approve the material terms of the SEAIP every five years. The material terms of the 2006 Plan were previously approved by shareholders in 2006. In order for awards under the SEAIP to be eligible to qualify as qualified performance based compensation, shareholders are now being asked to approve the material terms of the SEAIP, including the business criteria on which the performance goals may be based and the maximum amount of awards payable to any participant for any year under the SEAIP. Approval by shareholders of the SEAIP and certification by the Executive Compensation Committee that targeted performance has been achieved are each a condition to the rights of senior executives to receive any benefits under the SEAIP.
The following is a brief description of the SEAIP. The complete text of the SEAIP is included as Appendix A to this proxy statement.
Eligible Participants
The chief executive officer and other key executives designated by the Executive Compensation Committee may participate in the SEAIP. To receive an award with respect to a calendar year, unless the Committee determines otherwise, a participant must be an employee of State Street, or one of its subsidiaries, on December 31 of that year. Even if a participant is employed on December 31 of the performance year, the Committee may cause the participants award, if any, to be forfeited if the participant ceases to be employed prior to the date awards are paid. State Street has 12 executives who are currently eligible to participate in the 2006 Plan and who would be eligible to participate in the SEAIP if it were now in effect.
Performance Goals
Performance goals with respect to an award must be pre-established by the Executive Compensation Committee not later than 90 days after the beginning of the performance year, or any other time as required by Section 162(m).
Corporate achievement of objectively determinable performance goals established by the Committee determines whether, and the extent to which, a participant earns his or her award. The goals are based on any or any combination of the following criteria, determined on a consolidated basis or on the basis of one or more divisions, subsidiaries or business units: earnings or earnings per share, return on equity, total stockholder return, revenue, market share, quality/service, organizational development, strategic initiatives, risk control, operating leverage or expense. The goals may be determined under U.S. generally accepted accounting principles (GAAP) or on a non-GAAP basis.
No payments under a SEAIP award will be made unless the performance goals are met or exceeded. The Committee may provide, not later than the deadline for establishing performance goals, for objectively determinable adjustments to reflect events (for example, but without limitation, acquisitions, dispositions, joint ventures or restructurings, expenses associated with acquisitions, dispositions, joint ventures or restructurings, amortization of purchased intangibles associated with acquisitions, impact (dilution and expenses) of securities issuances (debt or equity) to finance, or in contemplation of, acquisitions or ventures, merger and integration expenses, changes in accounting principles or interpretations, changes in tax law or financial regulatory law, impairment charges, fluctuations in foreign currency exchange rates, charges for restructuring or rationalization programs (e.g., cost of workforce reductions, facilities or lease abandonments, asset impairments), one-time insurance claims payments, extraordinary and/or non-recurring items, litigation, or tax rate changes) occurring during the year that affect the applicable performance measure. In addition, performance measures determined on a per-share basis will automatically be adjusted to reflect stock splits, reverse stock splits, stock dividends and similar changes to capitalization.
Awards
The Executive Compensation Committee may provide for varying levels of payment under an award depending on whether performance goals have been met or exceeded and may reduce, including to zero, amounts otherwise payable under an award. No more than $10,000,000 will be payable under an award to any one individual for any award year, the same limit as was set under the 2006 Plan. All payments will be made in cash, except that the Committee may provide that a portion of the payment be made in State Street common stock issued pursuant to State Streets equity incentive plan. Stock awards so granted will be governed by the equity incentive plan and, accordingly, will become vested or exercisable, to the extent not already vested, if there is a change in control event as defined in the equity incentive plan.
A participant may elect to have all or a portion of an award deferred under deferral rules established by the Committee and consistent with Internal Revenue Code Section 409A. In addition, the Committee may provide that payment of all or a portion of an award payable in cash will be deferred under State Streets supplemental cash incentive plan, consistent with Internal Revenue Code Section 409A. Cash awards so deferred will be governed by the supplemental cash incentive plan and, accordingly, will become vested, to the extent not already vested, if there is a change in control event as defined in supplemental cash incentive plan.
All awards will be made only after certification by the Committee that the performance goals have been achieved.
Administration
The Executive Compensation Committee has complete discretion to construe and administer the SEAIP and to determine eligibility to participate, the performance goals, achievement of the performance goals, the amount of payment to be made under an award and to do everything else necessary to carry out the SEAIP.
Amendment and Termination
The Executive Compensation Committee may at any time amend the SEAIP or the awards under the SEAIP. The Committee may terminate the SEAIP at any time.
Exhibit 99.2
2011 STATE STREET CORPORATION
SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN
I. | Purpose |
The purpose of the 2011 Senior Executive Annual Incentive Plan (the Plan) is to provide additional incentive and reward to senior executives of State Street Corporation (the Company) to achieve targeted levels of corporate financial performance. The terms of the Plan set forth herein shall, if approved by the shareholders of the Company, apply to awards for the 2012 performance year and later years. Awards for the 2011 performance year and earlier years shall be governed by the terms of the 2006 restated Senior Executive Annual Incentive Plan as in effect prior to effectiveness of this Plan.
II. | Eligibility and Participation |
Participants in the Plan for any year shall include the Chief Executive Officer of the Company and such other key executives as may be designated as participants for such year by the Executive Compensation Committee (the Committee) of the Board of Directors of the Company.
III. | Awards |
The Committee shall annually grant awards to those persons who are participants for the year, and shall establish the goals (which may be specified as ranges) for such awards.
IV. | Performance Goals |
No payment under an award granted under the Plan shall be made unless the performance goals specified with respect to the award are met or exceeded. Performance goals with respect to an award must be pre-established by the Committee not later than ninety (90) days after the beginning of the year with respect to which the award is granted or by such other time as may be required in order to qualify the award under Section 162 (m)(4)(C) of the Internal Revenue Code (the Code). The Committee may provide, not later than the deadline for establishing the performance goals for a year, that one or more of the measures of performance applicable to an award or awards for such year will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions, dispositions, joint ventures or restructurings, expenses associated with acquisitions, dispositions, joint ventures or restructurings, amortization of purchased intangibles associated with acquisitions, impact (dilution and expenses) of securities issuances (debt or equity) to finance, or in contemplation of, acquisitions or ventures, merger and integration expenses, changes in accounting principles or interpretations, changes in tax law or financial regulatory law, impairment charges, fluctuations in foreign currency exchange rates, charges for restructuring or rationalization programs (e.g., cost of workforce reductions, facilities or lease abandonments, asset impairments), one-time insurance claims payments, extraordinary and/ or non-recurring items, litigation, or tax rate changes, occurring during the year that affect the applicable performance measure. Except as the Committee may otherwise determine (not later than the deadline for establishing the performance goals for a year), any measure of performance expressed on a per-share basis shall automatically be adjusted to the extent necessary to reflect any stock splits, reverse stock splits, stock dividends or similar changes to capitalization occurring during the year.
For purposes of the Plan, a performance goal means an objectively determinable target level of achievement based on any or any combination of the following criteria (determined on a consolidated basis or on the basis of one or more divisions, subsidiaries or business units) which may be determined on a U.S. Generally Accepted Accounting Principles (GAAP) or non-GAAP basis: earnings or earnings per share; return on equity; total stockholder return; revenue; market share; quality/service; organizational development; strategic initiatives (including acquisitions or dispositions); risk control; operating leverage; or expense.
V. | Terms |
Each award under the Plan shall be subject to the following terms:
A. | No more than $10,000,000 shall be payable under an award to any participant for any award year. The foregoing limit shall be applied before taking into account any notional earnings on deferrals described in E. below. |
B. | Subject to A. above, the Committee may provide for varying levels of payment under an award depending on whether performance goals have been met or exceeded. In no event, however, shall any amount be payable under an award if the performance goals with respect to such award, or any of them, fails to be achieved. |
C. | No payment shall be made with respect to an award until and unless the Committee shall have certified in writing (in such manner as shall be consistent with regulations under Section 162(m) of the Code) that the performance goals with respect to such award have been met. |
D. | Except as provided in this paragraph and in E. below, all payments, if any, under an award shall be paid in cash as soon as practicable following certification by the Committee as described above. Notwithstanding the foregoing, the Committee may provide that some portion or all of any award payment be made in shares of common stock of the Company (Stock) in lieu of cash. Any shares of Stock delivered shall be issued under the Companys 2006 Equity Incentive Plan or any successor plan thereto, as amended from time to time (the Equity Incentive Plan) and may include restricted stock, unrestricted stock, deferred stock or stock units (including restricted stock units). The number of shares of Stock delivered in lieu of any cash amount under an award (the replaced cash portion) shall be that number which equals the replaced cash portion divided by the fair market value of a share of Stock (determined without regard to any restrictions) on the date the Committee certifies under C. above that the performance goal or goals with respect to the award have been met. Awards delivered under the Equity Incentive Plan shall be governed by, and subject to the terms of, such Plan. |
E. | Subject to such rules and limitations as the Committee may prescribe from time to time consistent with Section 409A of the Code, a participant may elect to have all or any portion of an award payment deferred (under the Companys Management Supplement Savings Plan or such other arrangement as the Committee may specify) for a fixed term of years, until separation from service, death, disability, or until the occurrence of some other distribution event consistent with the requirements of Section 409A of the Code. Any amount so deferred shall be credited to the participants account on the books of the Company and shall represent an unfunded and unsecured liability of the Company to pay the amount so deferred plus such additional amount, if any, representing notional earnings on the deferral (earnings) as may be prescribed under the deferral rules. The portion of any award payable in stock units shall likewise represent an unfunded and unsecured promise by the Company to deliver shares in the future pursuant to the terms of the Equity Incentive Plan. Earnings with respect to a deferred award shall be limited so as to satisfy the requirements of Treas. Regs. § 1.162-27(e)(2)(iii)(B) (relating to reasonable rates of interest or other returns based on predetermined actual investments) and any limitations imposed by the Federal Deposit Insurance Corporation or similar limitations. |
F. | To be entitled to payment under an award, a participant must be employed by the Company or one of its subsidiaries on December 31 of the award year, except as the Committee may otherwise determine. In addition, the Committee in its discretion may cause an award to a participant to be forfeited if the participant, although employed by the Company or a subsidiary on December 31 of the award year (or on such other date, if any, as may have been fixed by the Committee), has ceased to be employed by the Company and its subsidiaries prior to the date that other awards are (or, but for deferral, would be) paid for such year. |
G. | The Committee in its discretion may reduce (including to zero) any amount otherwise payable under an award, with or without specifying its reasons for doing so. |
VI. | Actions Binding, No Right To Employment, etc. |
The Committee shall have complete discretion to construe and administer the Plan, to determine eligibility for awards, to determine performance goals, to determine whether or not any performance goal has been satisfied, to determine the amount of payment under any award, and otherwise to do all things necessary or appropriate to carry out the Plan. Actions by the Committee under the Plan shall be conclusive and binding on all persons.
Nothing in the Plan or in any award shall entitle any participant to continued employment with the Company and its subsidiaries, and the loss of benefits or potential benefits under an award shall in no event constitute an element of damages in any action brought against the Company or its subsidiaries.
The Committee may at any time amend the Plan or awards made under the Plan. The Committee may terminate the Plan at any time.