Shareholders at State Street (NYSE: STT) back board, reject chair policy

Rhea-AI Filing Summary

State Street Corporation reported the results of its 2026 annual meeting of shareholders. A total of 240,977,249 common shares were represented, about 86.98% of the 277,035,190 shares outstanding as of March 25, 2026, indicating strong turnout.

Shareholders elected all thirteen director nominees and approved the advisory vote on executive compensation. They also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. A shareholder proposal to require an independent board chair at the next CEO transition was rejected.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented: 240,977,249 shares Meeting turnout: 86.98% Shares outstanding: 277,035,190 shares +3 more

6 metrics

Shares represented 240,977,249 shares Common stock represented at annual meeting

Meeting turnout 86.98% Percentage of 277,035,190 shares outstanding as of March 25, 2026

Shares outstanding 277,035,190 shares Common stock outstanding as of March 25, 2026

Say-on-pay support 207,894,340 votes (93.2%) Votes for advisory executive compensation proposal

Auditor ratification support 221,395,564 votes (91.9%) Votes for ratifying Ernst & Young LLP for 2026

Independent chair proposal support 51,352,459 votes (23.1%) Votes for shareholder proposal on independent board chair

Key Terms

advisory proposal on executive compensation, independent registered public accounting firm, broker non-votes, shareholder proposal, +1 more

5 terms

advisory proposal on executive compensation financial

"the approval of an advisory proposal on executive compensation"

independent registered public accounting firm financial

"the ratification of the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"the number of abstentions and broker non-votes, as applicable, in connection with each matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

shareholder proposal financial

"a shareholder proposal requesting the adoption of a policy and amendment to the by-laws"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

independent member of the Board financial

"requiring the Chair of the Board be an independent member of the Board in the next CEO transition"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 05/26/2026 - 04:18 PM Accepted by SEC EDGAR 05/26/2026 - 04:16 PM Learn about SEC filing dates

FAQ

What did State Street (STT) shareholders decide at the 2026 annual meeting?

Shareholders elected all thirteen director nominees, approved the advisory proposal on executive compensation, and ratified Ernst & Young LLP as auditor for 2026. They voted against a shareholder proposal to require an independent board chair at the next CEO transition.

How many State Street (STT) shares were represented at the 2026 annual meeting?

A total of 240,977,249 State Street common shares were represented in person or by proxy. This equaled approximately 86.98% of the 277,035,190 shares outstanding as of March 25, 2026, the record date for the meeting.

How did State Street (STT) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory proposal on executive compensation, with 207,894,340 votes for, 15,187,360 against, and 625,803 abstentions, plus 17,269,746 broker non-votes. This corresponded to 93.2% of votes cast in favor and 6.8% against.

Which auditor did State Street (STT) shareholders ratify for the year ending December 31, 2026?

Shareholders ratified Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2026. The vote included 221,395,564 shares for, 19,494,699 against, and 86,986 abstentions, with broker non-votes not applicable.

What was the outcome of the State Street (STT) shareholder proposal on an independent board chair?

Shareholders voted against the proposal requiring the board chair to be an independent director at the next CEO transition. The proposal received 51,352,459 votes for, 171,324,674 against, and 1,030,370 abstentions, plus 17,269,746 broker non-votes, with 23.1% support and 76.9% opposition.

How many directors did State Street (STT) shareholders elect at the 2026 annual meeting?

Shareholders elected thirteen director nominees, including Marie A. Chandoha, Ronald P. O’Hanley, and John B. Rhea. Each nominee received more votes for than against, with broker non-votes of 17,269,746 shares reported for each director election line item.

false000009375100000937512026-05-202026-05-200000093751us-gaap:CommonStockMember2026-05-202026-05-200000093751stt:SeriesGPreferredStockDepositoryShareMember2026-05-202026-05-20

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 20, 2026

______________________

State Street Corporation

(Exact name of Registrant as Specified in its Charter)

____________________

Massachusetts

001-07511

04-2456637

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Congress Street

Boston

Massachusetts

02114

(Address of principal executive offices, and 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 (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1 par value per share

STT

New York Stock Exchange

Depositary Shares, each representing a 1/4,000th ownership interest in a share of

STT.PRG

New York Stock Exchange

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share

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  ☐

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 5.07.    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on May 20, 2026, 240,977,249 shares of State Street’s common stock were represented in person or by proxy. This represented approximately 86.98% of the 277,035,190 shares of State Street’s common stock outstanding as of the close of business on March 25, 2026, the record date for the Annual Meeting. The following matters were voted on at the meeting:

•the election of thirteen director nominees;

•the approval of an advisory proposal on executive compensation;

•the ratification of the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2026; and

•a shareholder proposal requesting the adoption of a policy and amendment to the by-laws requiring the Chair of the Board be an independent member of the Board in the next CEO transition.

The shareholders voted: to elect the thirteen director nominees; to approve the advisory proposal on executive compensation; to ratify the selection of the independent registered public accounting firm; and against the shareholder proposal.

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
Marie A. Chandoha			222,741,619			761,920			203,964			17,269,746
DonnaLee A. DeMaio			222,816,719			688,830			201,954			17,269,746
Amelia C. Fawcett			217,704,303			5,806,668			196,532			17,269,746
William C. Freda			218,319,030			5,187,501			200,972			17,269,746
Susan M. Gordon			223,171,019			333,404			203,080			17,269,746
Patricia M. Halliday			223,093,530			410,852			203,121			17,269,746
Sara Mathew			221,633,071			1,738,746			335,686			17,269,746
William L. Meaney			218,875,686			4,631,398			200,419			17,269,746
Ronald P. O'Hanley			211,448,466			12,060,580			198,457			17,269,746
Sean O'Sullivan			223,086,639			416,577			204,287			17,269,746
Julio A. Portalatin			221,943,492			1,560,483			203,528			17,269,746
Brian J. Porter			222,797,391			705,296			204,816			17,269,746
John B. Rhea			218,747,409			4,755,226			204,868			17,269,746

Proposal 2 - Advisory Proposal on Executive Compensation

For			Against			Abstain			Broker Non-Votes
207,894,340			15,187,360			625,803*			17,269,746
93.2%			6.8%			*			*

Proposal 3 - Ratification of the Selection of Ernst & Young LLP as State Street’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026

For			Against			Abstain			Broker Non-Votes
221,395,564			19,494,699			86,986*			**
91.9%			8.1%			*			**

Proposal 4 – Shareholder Proposal Requesting the Adoption of a Policy and Amendment to the By-Laws Requiring the Chair of the Board to be an Independent Member of the Board in the next CEO transition

For			Against			Abstain			Broker Non-Votes
51,352,459			171,324,674			1,030,370*			17,269,746
23.1%			76.9%			*			*

* Not counted as votes cast

** Not applicable

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

* 104 Cover Page Interactive Data File (formatted as Inline XBRL)

* Submitted electronically herewith

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/ Mark Shelton

Name:

Mark Shelton

Title:

Executive Vice President, General Counsel and Secretary

Date:

May 26, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 6.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.1 KB