DEF 14A

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Section 240.14a-12

DEF 14A 1 d771815ddef14a.htm DEF 14A DEF 14A

SCHEDULE 14A INFORMATION

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STATE STREET CORPORATION

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LOGO

Joseph L. Hooley

Chairman and Chief Executive Officer

April 6, 2015

Dear Shareholder:

We cordially invite you to attend the 2015 annual meeting of shareholders of State Street Corporation. The meeting will be held at One Lincoln Street, 36^th Floor, Boston, Massachusetts, on Wednesday, May 20, 2015, at 9:00 a.m. Eastern Time.

Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying notice of annual meeting and proxy statement.

Your vote is very important. Whether or not you plan to attend the meeting, please carefully review the enclosed proxy statement and then cast your vote. We urge you to vote regardless of the number of shares you hold. Please promptly mark, sign, date and mail the accompanying proxy card. Registered shareholders may also vote electronically by telephone or over the Internet by following the instructions included with your proxy card. If you hold your shares in “street name,” meaning they are held for your account by a broker, bank or other nominee, you will receive separate voting instructions for your shares from your broker, bank or other nominee. For shares held in “street name,” please follow the relevant instructions for telephone and Internet voting provided by the broker, bank or other nominee. To be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

We are pleased to furnish proxy materials to our shareholders over the Internet. Shareholders receiving e-proxy materials have been sent a notice containing instructions on how to access the proxy statement and annual report over the Internet and how to vote.

We look forward to seeing you at the annual meeting. Your continuing interest in State Street is very much appreciated.

Sincerely,

LOGO

PLEASE NOTE: If you plan to attend the meeting, please allow time for registration and security clearance. You will be asked to present a valid picture identification acceptable to our security personnel, such as a driver’s license or passport. If your State Street shares are held in “street name” through a broker, bank or other nominee, you should also bring proof of beneficial ownership (for further details, see “Meeting Admission” in the attached Notice of State Street Corporation 2015 Annual Meeting of Shareholders). For security purposes, you and your bags are subject to search prior to your admittance to the meeting, and no cameras, recording equipment, mobile phones or other electronic devices, large bags or packages are permitted in the meeting. Public fee-based parking is available at State Street’s headquarters at One Lincoln Street (entrance from Kingston Street). Other public fee-based parking facilities available near One Lincoln Street include the LaFayette Corporate Center and the Hyatt Hotel (entrances from Avenue de LaFayette). South Station is the closest MBTA station to One Lincoln Street.

State Street Corporation

One Lincoln Street

Boston, MA 02111-2900

LOGO

NOTICE OF STATE STREET CORPORATION 2015 ANNUAL MEETING OF SHAREHOLDERS


*Date*		Wednesday, May 20, 2015

*Time*		9:00 a.m., Eastern Time

*Place*		One Lincoln Street, 36th Floor, Boston, Massachusetts

*Purpose*		1. To elect 12 directors

		2. To approve an advisory proposal on executive compensation

		3. To ratify the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2015

		4. To act upon such other business as may properly come before the meeting and any adjournments thereof

*Record Date*		The directors have fixed the close of business on March 13, 2015, as the record date for determining shareholders entitled to notice of and to vote at the meeting.

*Meeting Admission*		If you plan to attend the meeting, please allow time for registration and security clearance. You will be asked to present a valid picture identification acceptable to our security personnel, such as a driver’s license or passport. If your State Street shares are held in “street name” through a broker, bank or other nominee, your name does not appear on our list of shareholders and these proxy materials are being forwarded to you by your broker, bank or other nominee. If you hold in “street name” and wish to attend the annual meeting, in addition to a valid form of picture identification, you will be required to present a letter or account statement showing that you were a beneficial owner of our shares on the record date. For security purposes, you and your bags are subject to search prior to your admittance to the meeting. In addition, cameras, recording equipment, mobile phones or other electronic devices, large bags or packages will not be permitted in the meeting.

*Voting by Proxy*		Please submit a proxy card or, for shares held in “street name,” voting instruction form, as soon as possible so your shares can be voted at the meeting. You may submit your proxy card or voting instruction form by mail. If you are a registered shareholder, you may also vote electronically by telephone or over the Internet by following the instructions included with your proxy card or notice of Internet availability of proxy materials. If your shares are held in “street name,” you will receive instructions for the voting of your shares from your broker, bank or other nominee, which may permit telephone or Internet voting. Follow the instructions on the voting instruction form or notice of Internet availability of proxy materials that you receive from your broker, bank or other nominee to ensure that your shares are properly voted at the annual meeting.

By Order of the Board of Directors,

Jeffrey N. Carp

Secretary

April 6, 2015

STATE STREET CORPORATION

One Lincoln Street, Boston, Massachusetts 02111

PROXY STATEMENT

SUMMARY INFORMATION

The summary below provides general information about State Street Corporation, referred to as State Street, and highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider when deciding how to vote your shares. For more detailed information on the matters referenced below and for additional information, prior to casting your vote please carefully review the entire proxy statement and our 2014 annual report on Form 10-K. Our 2014 annual report on Form 10-K accompanies this proxy statement and was previously filed with the Securities and Exchange Commission or SEC.

About State Street

State Street Corporation is a financial holding company organized in 1969 under the laws of the Commonwealth of Massachusetts. State Street provides financial and managerial support to our legal and operating subsidiaries. Through our subsidiaries, including our principal banking subsidiary, State Street Bank and Trust Company, we provide a broad range of financial products and services to institutional investors worldwide. We refer to State Street Bank and Trust Company as State Street Bank or the Bank.

As of December 31, 2014, we had consolidated total assets of $274.12 billion, consolidated total deposits of $209.04 billion, consolidated total shareholders’ equity of $21.47 billion and 29,970 employees. We operate in more than 100 geographic markets worldwide, including the U.S., Canada, Europe, the Middle East and Asia.

We are a leader in providing financial services and products to meet the needs of institutional investors worldwide, with $28.19 trillion of assets under custody and administration and $2.45 trillion of assets under management as of December 31, 2014. Our clients include mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, foundations, endowments and investment managers.

For 2014, State Street’s strategy focused primarily on four key themes: building on our strong core; pursuing new opportunities; achieving a digital enterprise; and maintaining our capital strength. We performed well relative to these goals. 2014 financial results reflect strength across our asset servicing and asset management businesses. However, the consistent low interest rate environment challenged net interest revenue. 2014 return on equity was 9.8%, somewhat lower than in 2013. In addition, we faced continuing pressure to address increasing regulatory requirements and expectations and related compliance costs during the year. Below are summary highlights of our 2014 consolidated corporate financial performance. Additional performance indicators are presented in “Compensation Discussion and Analysis—Executive Summary—2014 Corporate Performance Highlights.”


($ In millions, except per share data)	2014		2013		% Change
Revenue	$	10,295	$	9,884		4%
Total fee revenue	$	8,031	$	7,590		6%
Diluted earnings per share (EPS)	$	4.57	$	4.62		(1)%
Return on average common equity (ROE)		9.8%		10.5%

2015 Annual Meeting of Shareholders


Date:		Wednesday, May 20, 2015

Time:		9:00 a.m., Eastern Time

Place:		State Street’s corporate headquarters One Lincoln Street, Boston, Massachusetts (36th floor)

Record date:		March 13, 2015

The proxy statement and annual report, and the means to vote electronically, are available at www.proxyvote.com. To view this material, you must have available the 16-digit control number located on the notice mailed on April 6, 2015 or the proxy card or, if shares are held in the name of a broker, bank or other nominee, on the voting instruction form.

For more information about the annual meeting, see “General Information.”

Voting Matters and Recommendations

1. Election of Directors

Listed in the table below are the 12 nominees for election to State Street’s Board of Directors.


Director Name	Principal Position	Independent	Current Board Roles/Committees
José E. Almeida	Retired Chairman, President and Chief Executive Officer, Covidien plc, global healthcare products company	ü	• Executive Compensation

Kennett F. Burnes	Retired Chairman, President and Chief Executive Officer, Cabot Corporation, manufacturer of specialty chemicals and performance materials	ü	• Lead Director • Executive • Technology (Chair)

Patrick de Saint- Aignan	Retired Managing Director and Advisory Director for Morgan Stanley, global financial services	ü	• Examining and Audit • Risk

Amelia C. Fawcett	Deputy Chairman, Investment AB Kinnevik, a long-term oriented investment company based in Sweden	ü	• Executive • Executive Compensation • Risk (Chair)

William C. Freda⁽¹⁾	Retired Senior Partner and Vice Chairman of Deloitte LLP, a global professional services firm	ü	• None at this time

Linda A. Hill	Wallace Brett Donham Professor of Business Administration, Harvard Business School	ü	• Executive Compensation • Nominating and Corporate Governance • Technology

Joseph L. Hooley	Chairman and Chief Executive Officer, State Street Corporation	—	• Chairman • Executive (Chair) • Risk

Robert S. Kaplan	Senior Associate Dean for External Relations and Professor of Management Practice, Harvard Business School	ü	• Executive Compensation • Nominating and Corporate Governance

Richard P. Sergel	Retired President and Chief Executive Officer, North American Electric Reliability Corporation, electric reliability organization	ü	• Examining and Audit • Executive • Executive Compensation (Chair) • Technology

Ronald L. Skates	Former Chief Executive Officer and President, Data General Corp., manufacturer of multi-user computer systems; private investor	ü	• Examining and Audit (Chair) • Executive • Nominating and Corporate Governance • Risk • Technology

Gregory L. Summe	Managing Partner and Founder, Glen Capital Partners, LLC, investment fund	ü	• Executive • Nominating and Corporate Governance (Chair)

Thomas J. Wilson	Chairman and Chief Executive Officer, Allstate Corporation, property and casualty insurance	ü	• Nominating and Corporate Governance • Risk

⁽¹⁾	The Board of Directors elected Mr. Freda as a director in December 2014.

The Board recommends a vote “FOR” each of the above nominees for director.

For more information about the nominees for election, see “Item 1—Election of Directors.”

2. Advisory Proposal on 2014 Executive Compensation

The Board recommends a vote “FOR” the advisory proposal on 2014 executive compensation.

For more information about the proposal, see “Item 2—Approval of Advisory Proposal on Executive Compensation,” and for information regarding our executive compensation program, see “Executive Compensation.”

3. Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm

The Board recommends a vote “FOR” the ratification of the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2015.

For more information about the proposal, see “Item 3—Ratification of the Selection of the Independent Registered Public Accounting Firm.”

Corporate Governance and Leadership Structure at State Street

Sound Corporate Governance Practices


What We Do		What We Do Not Do
*NEW*	ü Reduced shareholder ownership threshold to call a special meeting ü Majority independent directors (11 out of 12 director nominees) ü Active independent lead director ü Six principal committees of Board • Examining and Audit Committee • Executive Committee • Executive Compensation Committee • Nominating and Corporate Governance Committee	û No poison pill (shareholder rights plan) û No short-selling or options trading, hedging transactions or speculative transactions in State Street securities for directors û No director serves on more than three public company boards in addition to State Street û No restrictions in directors’ access to management û No director attended fewer than 75% of his or her 2014 Board and committee meetings
*NEW*	• Risk Committee • Technology Committee ü Directors subject to stock ownership guidelines ü Majority voting standard for uncontested director elections	û No staggered board

For more information about State Street’s corporate governance practices, see “Corporate Governance at State Street.”

Key Elements in the Role of Independent Lead Director

•

elected annually by the independent directors of the Board to serve a one-year term

•

position is currently held by Kennett F. Burnes, serving his fifth term in this capacity

•

presides at all meetings of the Board at which the Chairman is not present, including at executive sessions of non-management and independent directors

•

actively involved in all the matters of the Board and each of its committees

iii

•

serves as a liaison between the Chairman and the independent directors

•

establishes the agenda for Board executive sessions

•

conducts an annual process for reviewing the CEO’s performance and reports the results of the process to the other independent directors of the Board

•

consults with the Chairman as to, and approves, the agendas for Board meetings

•

consults on the information sent to the Board and the schedule of Board meetings to help assure that there is sufficient time for discussion of all agenda items

•

receives communications from interested parties regarding concerns about State Street and otherwise is available, where appropriate, for direct communications with major shareholders and to report to the Board on those concerns when appropriate

•

performs such other functions as may be designated from time to time by the independent directors

For more information about the specific role of our Lead Director, see “Corporate Governance at State Street—Board Leadership Structure.”

Overview of 2014 Executive Compensation Program

State Street develops and implements a compensation program for its executive officers with the goals of:

•

attracting, retaining and motivating superior executives

•

rewarding those executives for meeting or exceeding annual and long-term financial and strategic objectives

•

driving long-term shareholder value and financial stability

•

achieving the preceding goals in a manner aligned with appropriate risk management principles and our corporate values

For each of our executive officers named in “Compensation Discussion and Analysis,” or NEOs, the Executive Compensation Committee, or Compensation Committee, determines the appropriate level of total compensation for the year. We also engage several of our largest shareholders to receive their specific perspectives on our compensation programs. For 2014, we expanded this process and held discussions with shareholders representing more than 30% of our outstanding common stock.

At State Street, compensation to our NEOs consists of two key elements:

•

Base Salary. Base salary is a fixed annual cash amount and historically has been a relatively small portion of total compensation in comparison to total incentive compensation for the NEOs. Excluding Mr. Phalen, annual base salary rates for the NEOs for 2014 remained unchanged from their levels in 2013. During 2014, Mr. Phalen received an increase of $100,000 (to $850,000) to his base salary rate in connection with his promotion to Vice Chairman.

•

Incentive Compensation. Incentive compensation is a variable amount, comprising both equity-based elements paid as long-term incentive and cash-based elements paid as annual incentive. The Compensation Committee believes a significant amount of incentive compensation should take the form of deferred awards and particularly equity awards. Therefore, to emphasize long-term performance, a higher percentage of each NEO’s total incentive compensation is delivered as an equity-based long-term incentive. This emphasis on deferred awards is also consistent with regulatory guidance for major financial institutions.

Sound Compensation and Corporate Governance Practices

What We Do

What We Do Not Do

NEW

ü 3-year performance period for performance-based restricted stock units (RSUs) promotes long-term performance

ü Deferral of a significant amount of incentive compensation, discouraging short-term risk taking at the expense of long-term results

ü Cash-based element of deferred compensation awards made in 2015 (for 2014 performance) mitigates dilutive effects of deferred compensation

ü Active engagement with our shareholders on compensation and governance issues

ü Clawback policy, in addition to existing forfeiture policy, permits the Compensation Committee to recoup certain compensation payments to NEOs and other members of the Management Committee, even after the payments have been received

ü Share ownership guidelines for senior executives. Each of our NEOs is in compliance with these guidelines

ü Independent compensation consultant and independent legal counsel to advise the Committee on executive compensation matters

ü Annual risk review by the Compensation Committee of our incentive compensation arrangements, facilitated by overlapping membership between the Compensation Committee and our Risk Committee

û No agreements with NEOs providing for a change-of-control excise tax gross-up

û No “single-trigger” change-of-control vesting. “Double-trigger” change-of-control vesting in effect for all cash-based and equity-based deferred awards granted on and after February 2014. Double-trigger awards will not vest solely on account of a change of control but will require a qualifying termination following a change of control

û No short-selling or options trading, hedging transactions or speculative transactions in State Street securities for NEOs

û No continuing pension benefit accruals for NEOs under frozen defined benefit plans

û No tax gross-ups on perquisites for NEOs

û No excessive perquisites to our NEOs

û No option repricing or backdating of options

For more information about executive compensation at State Street, see “Executive Compensation.”

TABLE OF CONTENTS


	PAGE
SUMMARY INFORMATION		i
GENERAL INFORMATION		1
Why am I receiving these materials?		1
Can I access State Street’s proxy materials and annual report electronically?		1
How do I request a printed copy of the proxy materials for future shareholder meetings?		1
What are the directions to the meeting?		1
What is the record date for the meeting?		2
How many votes can be cast by all shareholders?		2
How do I vote?		2
What are the Board’s recommendations on how to vote my shares?		2
Who pays the cost for soliciting proxies by State Street?		2
What is householding?		2
May I change my vote?		3
What constitutes a quorum?		3
What vote is required to approve each item?		3
How is the vote counted?		3
Could other matters be decided at the meeting?		3
What happens if the meeting is postponed or adjourned?		3
What are my rights as a participant in the Salary Savings Program?		4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		5
ITEM 1 – ELECTION OF DIRECTORS		7
ITEM 2 – APPROVAL OF ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION		17
ITEM 3 – RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		18
OTHER MATTERS		18
CORPORATE GOVERNANCE AT STATE STREET		19
Composition of the Board and Director Selection Process		20
Board Leadership Structure		21
Meetings of the Board of Directors		23
Committees of the Board of Directors		23
Non-Employee Director Compensation		25
Director Compensation Arrangements		25
2014 Director Compensation		26
Related Person Transactions		26
EXECUTIVE COMPENSATION		28
Compensation Discussion and Analysis		28
Compensation Committee Report		47
Alignment of Incentive Compensation and Risk		48
Summary Compensation Table		50
Grants of Plan-Based Awards in 2014		52
Outstanding Equity Awards at Fiscal Year-End December 31, 2014		54
2014 Option/SAR Exercises and Stock Vested		55
Pension Benefits as of December 31, 2014		55
2014 Nonqualified Deferred Compensation		58
Potential Payments upon Termination or Change of Control		59
EXAMINING AND AUDIT COMMITTEE MATTERS		67
Examining and Audit Committee Pre-Approval Policies and Procedures		67
Audit and Non-Audit Fees		67
Report of the Examining and Audit Committee		67
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		69
PROPOSALS AND NOMINATIONS BY SHAREHOLDERS		69
NOTICE OF AMENDMENT OF BY-LAWS		69
Appendix A: Excerpt from State Street’s Corporate Governance Guidelines		A-1

2015 NOTICE OF MEETING AND PROXY STATEMENT

GENERAL INFORMATION

Why am I receiving these materials?

State Street’s Board of Directors is soliciting your vote by proxy at the 2015 annual meeting of shareholders. This proxy statement includes information that we are required to provide to you under the rules of the SEC, and that is designed to assist you in voting your shares.

Can I access State Street’s proxy materials and annual report electronically?

This proxy statement and our annual report, including our audited consolidated financial statements for the year ended December 31, 2014, are available to our shareholders on the Internet. On April 6, 2015, we mailed to our U.S. shareholders as of the record date for the annual meeting, March 13, 2015, a notice containing instructions on how to access these proxy materials online and how to vote. Also on April 6, 2015, we began mailing printed copies of these proxy materials to shareholders that have requested printed copies and to shareholders outside the United States. If you received a notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, the notice instructs you on how to access and review online all of the important information contained in the proxy statement and annual report. The notice also instructs you on how you may submit your vote over the Internet. If you received a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the notice.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 20, 2015.

The proxy statement and annual report, and the means to vote electronically, are available at www.proxyvote.com. To view this material, you must have available the 16-digit control number located on the notice mailed on April 6, 2015 or the proxy card or, if shares are held in the name of a broker, bank or other nominee, on the voting instruction form.

How do I request a printed copy of the proxy materials for future shareholder meetings?

To request a printed copy of the proxy statement, annual report and form of proxy relating to our future shareholder meetings, visit www.proxyvote.com, telephone 1-800-579-1639 or send an email to sendmaterial@proxyvote.com. You must have available the 16-digit control number described above.

What are the directions to the meeting?

Directions to the meeting are as follows:

From the North:

Take Expressway (I-93) South to exit 20A and follow the signs for South Station. Follow exit ramp and cross Summer Street. Turn right onto Lincoln Street. Take first left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

From the South:

Take Expressway (I-93) North to exit 20 (South Station). Bear left at the ramp to South Station/Chinatown. You will see State Street Financial Center directly ahead. You will be on Lincoln Street. Follow Lincoln Street through the major intersection at the lights (pass the entrance to the building). Take left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

From the West:

Take Mass Turnpike (I-90) to exit 24A (South Station). Turn left on Kneeland Street towards Chinatown. Turn right onto Lincoln Street at the light. Follow Lincoln Street through the major intersection at the lights (pass the entrance to the building). Take left onto Bedford Street. Take first left onto Kingston Street. Entrance to the garage is on the left.

STATE STREET CORPORATION 1


General Information (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

Via Massachusetts Bay Transportation Authority:

Take the MBTA Red Line train to the South Station MBTA stop. Exit the train station and walk across Atlantic Avenue (towards Summer Street and Federal Street). Follow Summer Street to Lincoln Street.

What is the record date for the meeting?

Our Board of Directors has fixed the record date for the annual meeting as of the close of business on March 13, 2015.

How many votes can be cast by all shareholders?

As of the record date, 411,648,088 shares of our common stock were outstanding and entitled to be voted at the meeting. Each share of common stock is entitled to one vote on each matter.

How do I vote?

If your shares are registered in your name, you may vote in person at the annual meeting or by proxy without attending the meeting. Registered shareholders may also vote by telephone or on the Internet by following the instructions included with your proxy card or the notice we mailed to you on April 6, 2015. In addition, if you received a printed proxy card, you may mark, sign, date and mail the proxy card you received from State Street in the postage-paid return envelope. If you vote by any of the available methods, your shares will be voted at the meeting in accordance with your instructions. If you sign and return the proxy card or vote by telephone or on the Internet but do not provide voting instructions on some or all of the proposals, your shares will be voted by the persons named in the proxy card on all uninstructed proposals in accordance with the recommendations of the Board of Directors given below.

If your shares are held in “street name” by a broker, bank or other nominee, that person, as the record holder of your shares, is required to vote your shares according to your instructions. Your bank, broker or other nominee will send you directions on how to vote those shares, which may include the ability to instruct the voting of your shares by telephone or on the Internet.

If your shares are held by a broker, bank or other nominee and you wish to vote in person at the meeting, you must obtain from the record holder, and bring with you to the meeting, a proxy from the record holder issued in your name. Please note that this proxy from the record holder is in addition to the picture identification and proof of beneficial ownership required for your admission into the meeting.

What are the Board’s recommendations on how to vote my shares?

The Board of Directors recommends a vote:

•

Item 1 – FOR election of the 12 nominees named herein as directors (page 7)

•

Item 2 – FOR approval of the advisory proposal on executive compensation (page 17)

•

Item 3 – FOR ratification of the selection of the independent registered public accounting firm (page 18)

Additionally, if other matters are presented at the annual meeting, the persons named in the proxy card as proxy holders are authorized to vote on the additional matters as they determine.

Who pays the cost for soliciting proxies by State Street?

State Street will pay the cost for the solicitation of proxies by the Board. The solicitation of proxies will be made primarily by mail and electronic means. State Street has retained Georgeson Inc. to aid in the solicitation of proxies for a fee of $19,000, plus expenses. Proxies may also be solicited by employees of State Street and its subsidiaries personally, or by mail, telephone, fax or e-mail, without any remuneration to such employees other than their regular compensation. State Street will reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain authorization for the execution of proxies.

What is householding?

Some banks, brokers and other nominee record holders may be “householding” our proxy statements, annual reports and related materials. “Householding” means that only one copy of these documents may have been sent to multiple shareholders in one household. If you would like to receive your own set of State Street’s proxy statements, annual reports and related materials, or if you share an address with another State Street shareholder and together both of you would like to receive only a single set of these documents, please contact your bank, broker or other nominee.

2 STATE STREET CORPORATION


General Information (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

May I change my vote?

If you are a registered shareholder, you may revoke or change your proxy at any time before it is voted by notifying the Secretary in writing by returning a signed proxy with a later date or submitting an electronic proxy as of a later date or by attending the meeting and voting in person. If your shares are held in “street name,” you must contact your bank, broker or other nominee for instructions on changing your vote.

What constitutes a quorum?

A majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. A share once represented for any purpose at the annual meeting will be deemed present for determination of a quorum for the entire meeting and for any adjournment of the meeting (unless (1) a shareholder attends solely to object to lack of notice, defective notice or the conduct of the meeting on other grounds, and the shareholder does not vote the shares or otherwise consent that they are to be deemed present or (2) in the case of an adjournment, a new record date is set for that adjourned meeting).

What vote is required to approve each item?

Since it is an uncontested election of directors at the annual meeting, a nominee for director will be elected to the Board of Directors if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election (Item 1). If the votes cast “against” the nominee’s election exceed the votes cast “for” the nominee’s election, the nominee will not be elected to the Board of Directors. However, under Massachusetts law, if a nominee that is an incumbent director is not elected to the Board of Directors, that incumbent director will “hold over” in office as a director until his or her successor is elected or until there is a decrease in the number of directors. All of the 12 nominees for director are incumbent directors. Under our Corporate Governance Guidelines, in an uncontested election of directors, any director/nominee who does not receive more votes cast “for” his or her election than votes cast “against” his or her election will submit to the Board a letter of resignation for consideration by the Nominating and Corporate Governance Committee. After consideration, that committee would make a recommendation to the Board on action to be taken regarding the resignation. No such tendered resignation will be deemed effective unless and until it is accepted by action of the Board.

The actions concerning the advisory proposal on executive compensation (Item 2) and the ratification of the selection of the independent registered public accounting firm (Item 3) will be approved if the votes cast “for” the action exceed the votes cast “against” the action. Item 2 is a non-binding proposal.

How is the vote counted?

Votes cast by proxy or in person at the annual meeting will be counted by the persons appointed by State Street to act as tellers for the meeting.

“Abstentions” and “broker non-votes” are not counted as votes with respect to any of the items to be voted on at the annual meeting.

If you hold shares through a broker, bank or other nominee, generally the broker, bank or other nominee may vote the shares for you in accordance with your instructions. Stock exchange rules permit a broker to vote shares held in a brokerage account on “routine” proposals if the broker does not receive voting instructions from you. Stock exchange and SEC rules, however, prohibit brokers from voting uninstructed shares in the election of directors and executive compensation matters, including the advisory proposal on executive compensation. Accordingly, of the matters to be voted on at the annual meeting, the only “routine” proposal is the ratification of the selection of the independent registered public accounting firm (Item 3).

Could other matters be decided at the meeting?

We do not know of any matters that may be properly presented for action at the meeting other than Items 1 through 3. Under our by-laws, the deadline for shareholders to notify us of any proposals or director nominations to be presented for action at the annual meeting has passed. However, should any other business properly come before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment.

What happens if the meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted.

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General Information (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

What are my rights as a participant in the Salary Savings Program?

As part of its employee benefits program, State Street maintains a Salary Savings Program, or SSP. If you participate in the SSP and have invested part or all of your account in the Employee Stock Ownership Plan fund, you are considered a named fiduciary and may direct the trustee with respect to the voting of the State Street Corporation common stock allocated to your account as of the record date.

You may give the trustee direction on the Internet, by telephone or by mail. If you do not provide timely direction to the trustee as to how to vote your allocated share, the trustee will vote your allocated share on the same proportional basis as the shares that are directed by other participants. If a matter arises at the meeting, or such other time as affords no practical means for securing participant direction, the trustee will follow the direction of State Street, unless the trustee determines that doing so would result in a breach of the trustee’s fiduciary duty.

You must direct the trustee in advance of the annual meeting so that the trustee, the registered owner of all of the shares held in the SSP, can vote in a timely manner. Regardless of what method you use to direct the trustee, the trustee must receive your direction no later than 11:59 p.m. Eastern Time on May 18, 2015 for your direction to be counted. Your direction will be held in confidence by the trustee. You may not provide this direction at the annual meeting. You may change your direction to the trustee by timely submitting a new direction. The last direction the trustee receives by 11:59 p.m. Eastern Time on May 18, 2015, will be the only one followed. If your direction by mail is received on the same day as one received electronically, the electronic direction will be followed.

The trustee is providing the annual report and the notice of annual meeting and proxy statement electronically to SSP participants with company stock in the SSP who are active employees and have a company-provided e-mail account and Internet access. Instead of receiving these materials in paper form mailed to your home, you will have on-line access to these materials over the Internet, thus expediting the delivery of materials and reducing printing and mailing costs. An e-mail will be sent to all such participants with detailed instructions to access materials and give your direction to the trustee. You may request that paper copies be sent to you, thereby permitting you to send in your direction by mail if you prefer that method. All other participants will receive their materials in the mail.

4 STATE STREET CORPORATION

2015 NOTICE OF MEETING AND PROXY STATEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Owners

The table below sets forth the number of shares of common stock of State Street beneficially owned as of the close of business on December 31, 2014 (unless otherwise noted) by each person or entity known to State Street to beneficially own 5% or more of our outstanding common stock.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202		35,991,158	⁽¹⁾		8.6	%

Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199		27,545,019	⁽²⁾		6.6	%

State Street Corporation One Lincoln Street Boston, MA 02111		21,466,973	⁽³⁾		5.1	%

BlackRock Inc. 55 East 52^nd Street New York, NY 10022		21,221,814	⁽⁴⁾		5.1	%

The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355		20,951,186	⁽⁵⁾		5.0	%

⁽¹⁾	This information is based solely on a Schedule 13G filed with the SEC on February 11, 2015 by T. Rowe Price Associates, Inc., in which it reported sole voting power of 11,755,044 shares and sole dispositive power of 35,991,158 shares.

⁽²⁾	This information is based solely on a Schedule 13G filed with the SEC on February 11, 2015 by Massachusetts Financial Services Company, in which it reported sole voting power of 23,972,056 shares and sole dispositive power of 27,545,019 shares.

⁽³⁾

State Street Corporation had aggregate beneficial ownership of 21,466,973 shares, 18,408,145 of which result from our investment management business and 3,058,828 of which result from our role as trustee of the State Street Salary Savings Program. Of the aggregate 21,466,973 shares, State Street had shared voting power and shared dispositive power with respect to 21,466,973 shares which was reported on a 13G filed with the SEC on February 12, 2015.

⁽⁴⁾	This information is based solely on a Schedule 13G filed with the SEC on February 3, 2015 by BlackRock Inc., in which it reported sole voting power of 17,599,280 shares, shared voting power of 34,367 shares, sole dispositive power of 21,187,447 shares, and shared dispositive power of 34,367 shares.

⁽⁵⁾	This information is based solely on a Schedule 13G filed with the SEC on February 11, 2015 by The Vanguard Group, in which it reported sole voting power of 729,241 shares, sole dispositive power of 20,265,016 shares, and shared dispositive power of 686,170 shares.

STATE STREET CORPORATION 5


Security Ownership (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

Management

The table below sets forth the number of shares of common stock of State Street beneficially owned as of the close of business on March 3, 2015 by (1) each director, (2) the named executive officers for the year ended December 31, 2014, as identified in the Summary Compensation Table on page 50 of this proxy statement and (3) all directors and executive officers as a group as of March 3, 2015. For this purpose, beneficial ownership is determined under the rules of the SEC. As of March 3, 2015, there were 412,282,671 shares of State Street common stock outstanding. On March 3, 2015, neither the executive officers or directors listed below individually, nor those individuals as a group, owned beneficially as much as 1% of the outstanding shares of common stock.


Name	Amount and Nature of Beneficial Ownership⁽¹⁾
José E. Almeida		3,291
Joseph C. Antonellis		189,071
Michael W. Bell		12,020
Kennett F. Burnes		55,816
Peter Coym		21,799
Patrick de Saint-Aignan		15,989
Amelia C. Fawcett		27,460
William C. Freda		749
Linda A. Hill		40,468
Joseph L. Hooley		623,308	⁽²⁾
Robert S. Kaplan		25,746
James S. Phalen		180,677
Michael F. Rogers		926,957	⁽³⁾
Richard P. Sergel		43,460
Ronald L. Skates		43,735
Gregory L. Summe		64,777
Thomas J. Wilson		7,172
All directors and executive officers, as a group (27 persons)⁽⁴⁾		2,898,252	⁽⁵⁾

⁽¹⁾

Information in this table includes shares that the individual or group has the right to acquire within 60 days of March 3, 2015, and shares that have vested under the Executive Supplemental Retirement Plan or other deferred retirement benefit, as follows: Mr. Antonellis, 45,869; Mr. Bell, 0; Mr. Hooley, 46,961; Mr. Phalen, 27,254; Mr. Rogers, 18,571; and the group of all current directors and executive officers, 200,242. No non-management director holds any stock options or stock appreciation rights exercisable within 60 days of March 3, 2015. Shares granted to non-management directors vest immediately and are not subject to a vesting schedule, even if deferred.

⁽²⁾	Includes 2,800 shares as to which Mr. Hooley has shared voting power and investment power.

⁽³⁾	Includes 245,740 shares held in a trust for which Mr. Rogers disclaims beneficial ownership except to the extent of his pecuniary interest therein.

⁽⁴⁾

The group of 27 persons does not include any executive officers appointed after March 3, 2015, the date used for the data in this table. Subsequent to March 3, 2015, two new executive officers have been appointed. As of March 27, 2015 those additional executive officers beneficially owned a total of 72,509 shares of our common stock.

⁽⁵⁾	Includes 19,538 shares held by a family member of a current executive officer.

6 STATE STREET CORPORATION

2015 NOTICE OF MEETING AND PROXY STATEMENT

ITEM 1 – ELECTION OF DIRECTORS

The Board of Directors unanimously recommends that you vote

FOR

each of the nominees for director (Item 1 on your proxy card)

Each director elected at the 2015 annual meeting will serve until the next annual meeting of shareholders, except as otherwise provided in State Street’s by-laws. Of the 12 director nominees, 11 are non-management directors and one is the chief executive officer of State Street. All of the non-management directors are independent directors, as determined by the Board in its opinion, under the applicable definition in the New York Stock Exchange, or NYSE, listing standards and the State Street Corporate Governance Guidelines.

Pursuant to State Street’s by-laws, on February 19, 2015, the Board fixed the number of directors at 12 effective as of the date of the 2015 annual meeting. Each of the nominees for election as a director is currently a director. Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the election of the 12 nominees listed below as directors. We have no reason to believe that any nominee will be unavailable for election at the annual meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board or the Board may reduce the number of directors to be elected at the annual meeting. Information relating to each nominee for election as director is described below, including:

•

his or her age and period of service as a director of State Street

•

his or her business experience during at least the past five years (including directorships at other public companies)

•

his or her community activities

•

other experience, qualifications, attributes or skills that led the Board to conclude he or she should continue to serve as a director of State Street

The Board of Directors recommends that shareholders approve each nominee director for election based upon the qualifications and attributes discussed below. See “Corporate Governance at State Street—Composition of the Board and Director Selection Process” for a further discussion of the Board’s process and reasons for nominating these candidates.


JOSÉ E. ALMEIDA		Age 52, Director since 2013

Board Roles and Committees: *Executive Compensation*		Career Highlights and Community Involvement • Retired Chairman, Covidien plc, an NYSE-listed global healthcare products company (acquired by Medtronic PLC in 2015) (March 2012 to 2014); President and Chief Executive Officer (2011 to 2014); President of medical devices business (2006 to 2011); President of International Business (2004 to 2006); Director of Manufacturing and Corporate Engineering (1995 to 2003) • Former Chief Operating Officer of Greatbatch Technologies, Inc., a leading manufacturer of power sources and components for implantable medical devices (2003 to 2004) • Director, Analog Devices, Inc., a Nasdaq-listed company that designs and manufacturers semiconductors (2014 to present) • Director, EMC Corporation, an NYSE-listed data storage and analytics company (2014 to present) • Director, Advanced Medical Technology Association (AdvaMed) (2005 to present) • Trustee, Partners in Health, a non-profit healthcare organization aimed at bringing medical care to those most in need globally • Member, Business Roundtable

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Item 1 (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

Qualifications and Attributes

As the retired chairman, president and chief executive officer of Covidien plc, Mr. Almeida brings to State Street’s Board an exceptional background of successful business leadership. With a strong track record of driving global expansion and fostering product innovation in a competitive business environment, Mr. Almeida provides important insight and perspective on operating a large public company in a highly regulated industry. Mr. Almeida first joined Covidien (formerly known as Tyco Healthcare) in 1995 and held leadership positions in global manufacturing and corporate engineering. He has also held leadership positions at Greatbatch Technologies, Inc., American Home Products’ Acufex Microsurgical division and Johnson & Johnson’s Professional Products division. He began his career as a management consultant at Andersen Consulting (Accenture). He received a B.S. in mechanical engineering from Escola de Engenharia Maua in São Paulo, Brazil.


KENNETT F. BURNES		Age 72, Director since 2003

Board Roles and Committees: *Lead Director* *Executive* *Technology (Chair)*		Career Highlights and Community Involvement • Retired Chairman and Chief Executive Officer (2001 to 2008), Cabot Corporation, an NYSE-listed manufacturer of specialty chemicals and performance materials; President (1995 to 2008) • Director, Watts Water Technologies, Inc., an NYSE-listed supplier of products for use in the water quality, water safety, water flow control and water conservation markets (2009 to present); Chairman of Nominating Committee • Trustee, Dana Farber Cancer Institute • Chairman of Board of Trustees, New England Conservatory; member of Executive Committee • Chairman of Board of Trustees, Schepens Eye Research Institute • Member of Board of Directors, More Than Words • Member of Board of Trustees, Epiphany School

Qualifications and Attributes

Mr. Burnes’ significant experience in leading a global organization, with facilities and operations in approximately 20 countries, brings to State Street’s Board a focus on developing new products and new businesses in diverse, international environments. Prior to joining Cabot Corporation in 1987, Mr. Burnes was a partner at the Boston-based law firm of Choate, Hall & Stewart where he practiced corporate and business law for nearly 20 years. Mr. Burnes obtained experience in evaluating complex legal issues that arise in the types of material transactions boards of directors are called on to consider, including mergers and acquisitions and financing transactions. Mr. Burnes holds both an LL.B. and B.A. degree from Harvard University.

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Item 1 (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT


PATRICK DE SAINT-AIGNAN		Age 66, Director since 2009

Board Roles and Committees: *Examining and Audit* *Risk*		Career Highlights and Community Involvement • Retired Managing Director and Advisory Director, Morgan Stanley (1974 to 2007); firm-wide head of the company’s risk management function (1995 to 2002) • Director, Allied World Assurance Company Holdings AG, an NYSE-listed specialty insurance and reinsurance company (2008 to present); member of the Enterprise Risk Committee (Chairman), Compensation Committee, Audit Committee, and Investment Committee • Director, Forerun Inc., a private healthcare information technology company (2007 to present); member of the Compensation Committee • Member of Supervisory Board, BH PHARMA, a private generic drug development company (2015 to present) • Censeur of Supervisory Board, IXIS Corporate and Investment Bank, the Corporate and Investment Banking arm of Groupe Caisse d’Epargne (2005 to 2007) • Director, Bank of China Limited (2006 to 2008); member of the Audit Committee (Chairman), the Risk Policy Committee, and the Personnel and Remuneration Committee • Director, Non-Executive Chairman, European Kyoto Fund (2008 to 2012)

Qualifications and Attributes

Mr. de Saint-Aignan’s extensive experience in risk management, corporate finance, capital markets and firm management brings to the Board a sophisticated understanding of risk, particularly with respect to the implementation of risk evaluation and monitoring programs within a global financial services organization. Mr. de Saint-Aignan’s service on the board of directors and committees of several other companies gives him additional perspective on global management and governance. A dual citizen of the United States and France, he was honored with Risk Magazine’s Lifetime Achievement Award in 2004. Mr. de Saint-Aignan holds his B.B.A. degree from the Ecole des Hautes Etudes Commerciales and an M.B.A. from Harvard University.

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Item 1 (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT


AMELIA C. FAWCETT		Age 58, Director since 2006

Board Roles and Committees: *Executive* *Executive Compensation* *Risk (Chair)*		Career Highlights and Community Involvement • Deputy Chairman, Investment AB Kinnevik, investment manager of a portfolio of long-term investments in listed and unlisted growth companies around the globe (2013 to present); Non-Executive Director (2011 to present); member of Remuneration Committee (Chairman) and Investment Committee • Chairman, Hedge Fund Standards Board (U.K.), a global standard-setting body for the hedge fund industry (2011 to present) • Non-Executive Director, Millicom International Cellular S.A., an international telecommunications and media company (2014 to present); member of the Remuneration Committee (Chairman) • Non-Executive Director, HM Treasury, the British Government’s Economic & Finance Ministry (2012 to present) • Former Non-Executive Chairman (2009 to 2013), Guardian Media Group plc, a privately held diversified multimedia business in London; Non-Executive Director (2007 to 2013) • Former Interim Non-Executive Chairman, powerPerfector Group plc, a privately held U.K. energy efficiency company focused on voltage optimization (2012 to 2013) • Former Non-Executive Chairman, Pensions First LLP, a privately held financial services and systems company (2007 to 2010) • Former Vice Chairman and Chief Operating Officer of European Operations, Morgan Stanley (2002 to 2006) and Morgan Stanley International Limited, London (2006 to 2007); Vice President (1990 to 1992); Executive Director (1992 to 1996); Managing Director and Chief Administrative Officer for European Operations (1996 to 2002); and Senior Adviser (2006 to 2007) • Former Member of the Court of Directors and Chairman of the Audit Committee, The Bank of England (2004 to 2009) • Chairman, The Prince of Wales’ Charitable Foundation (2012 to present); Trustee (2011 to present) • Former Chairman, American Friends of the National Portrait Gallery (2011 to 2013); Former Deputy Chairman, National Portrait Gallery (2002 to 2011); Chairman of Development Board (2002 to 2011) • Governor, London Business School (2009 to present) • Trustee, Project Hope (U.K.) (2009 to present) • Commissioner, U.S.-U.K. Fulbright Commission (2010 to present)

Qualifications and Attributes

Dame Amelia Fawcett, a dual American and British citizen, has many years of extensive and diverse financial services experience. At Morgan Stanley, she had responsibility for development and implementation of the company’s business strategy (including business integration), as well as oversight of the company’s operational risk functions, infrastructure support and corporate affairs. Prior to joining Morgan Stanley, she was an attorney at the New York-based law firm of Sullivan & Cromwell, practicing primarily in the areas of corporate and banking law in both New York and Paris. She also sat on the Boards of both the British Central Bank and the British Treasury (the latter a position she still holds). In 2002 Dame Amelia was awarded a CBE (Commander of the Order of the British Empire) by the Queen and in 2010 she was awarded a DBE (Dame Commander of the Order of the British Empire) by the Queen, in both instances for services to the finance industry. In addition, she received His

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Item 1 (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

Royal Highness The Prince of Wales’s Ambassador Award in 2004, an award recognizing responsible business activities that have a positive impact on society and the environment. Dame Amelia’s public policy experience and experience in the European banking markets provides a valuable international financial markets perspective to the Board. Dame Amelia received a B.A. degree from Wellesley College, a J.D. degree from the University of Virginia and an honorary degree from the American University in London (Richmond).


WILLIAM C. FREDA		Age 62, Director since 2014

Board Roles and Committees: *None at this time*		Career Highlights and Community Involvement • Retired Senior Partner and Vice Chairman, Deloitte, LLP, a global professional services firm (2011 to 2014); Managing Partner of Client Initiatives (2007 to 2011); member of US Executive Committee; various other positions throughout 40-year tenure • Director, Deloitte Touche Tohmatsu Limited (2007 to 2013); member of Risk Committee (Chairman) (2011 to 2013) and Audit Committee (Chairman) (2008 to 2011) • Director, Guardian Life Insurance Company (2014 to present) • Director, Hamilton Insurance Group (2014 to present) • Member, Committee on Capital Markets Regulation • Trustee, Bentley University • Trustee, Advisory Board of Youth, I.N.C. • Former Chairman of Board of Trustees, Catholic Community Services • Former Chairman of Board of Trustees, United Way of Essex and West Hudson • Former Chairman, American Institute of Certified Public Accountants (AICPA); member of Insurance Companies Committee and Mutual Life Insurance Task Force • Former U.S. Representative, International Accounting Standards Committee’s Insurance Steering Committee

Qualifications and Attributes

As senior partner and vice chairman of Deloitte LLP, William C. Freda served Deloitte’s most significant clients and maintained key relationships, acting as a strategic liaison to the marketplace as well as to professional and community organizations. He was a member of Deloitte’s U.S. Executive Committee and from 2007 to 2013, served on the Deloitte Touche Tohmatsu Limited Board of Directors, holding such leadership roles as chairman of the Audit Committee and chairman of the Risk Committee. Mr. Freda previously served as managing partner, leading Deloitte’s U.S. client initiatives, from 2007 to 2011. Prior to that, Mr. Freda was the regional managing partner for the Northeast, the organization’s largest region. He also led Deloitte’s global and U.S. Financial Services Industry practice. Mr. Freda joined Deloitte in 1974 and built a distinguished record of service during his 40-year career, having served on a wide range of multinational engagements for many of Deloitte’s largest and most strategic clients. Mr. Freda has extensive experience interacting with audit committees, boards of directors, and senior management, with a focus on helping organizations work through their most pressing issues. He serves on the Advisory Board of Youth, I.N.C. Mr. Freda received his B.S. in accounting from Bentley University.

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Item 1 (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT


LINDA A. HILL		Age 58, Director since 2000

Board Roles and Committees: *Executive Compensation* *Nominating and Corporate Governance Technology*		Career Highlights and Community Involvement • Wallace Brett Donham Professor of Business Administration, Harvard Business School (1984 to present); former Faculty Chair, Leadership Initiative, High Potentials Leadership Program, and Organizational Behavior Unit • Director, Eaton Corporation, an NYSE-listed power management company providing energy-efficient solutions that manages electrical, hydraulic, and mechanical power (1994 to 2012 as Cooper Industries, Inc., prior to merger with Eaton Corp; 2012 to present as Eaton Corporation); member of the Governance Committee and Compensation and Organization Committee • Director, Harvard Business Publishing • Special Representative to the Board of Trustees, Bryn Mawr College • Trustee, The Bridgespan Group • Trustee, Nelson Mandela Children’s Fund USA • Trustee, The Art Center College of Design

Qualifications and Attributes

Ms. Hill is the author of several books and articles focusing on the principles and qualifications for effective leadership and management. Through her research and academic perspectives, affiliation with Harvard Business School and experience as a public company director, Ms. Hill brings to the Board an effective understanding of market and competitive trends in executive talent development and corporate governance matters. Ms. Hill received an A.B. degree in psychology from Bryn Mawr College, an M.A. in educational psychology from the University of Chicago, and a Ph.D. in behavioral sciences from the University of Chicago and completed her post-doctoral research fellowship at the Harvard Business School.


JOSEPH L. HOOLEY		Age 58, Director since 2009

Board Roles and Committees: *Chairman of the Board* *Executive (Chair)* *Risk*		Career Highlights and Community Involvement • State Street Corporation, Chairman (2011 to present); President (2008 to 2014); Chief Executive Officer (2010 to present) • President and Chief Executive Officer, National Financial Data Services (1988 to 1990) • President and Chief Executive Officer, Boston Financial Data Services (1990 to 2000) • Board of Trustees, Boston College (2012 to present) • Director, Boys and Girls Clubs of Boston (2002 to present) • Director, President’s Council of Massachusetts General Hospital (2009 to present) • Chairman, Boston College Center for Asset Management (2007 to present) • Member of the Corporate Advisory Board, The Boston Club (2006 to present)

Qualifications and Attributes

Mr. Hooley joined State Street in 1986 and currently serves as the Chairman and Chief Executive Officer. He served as President and Chief Operating Officer from April 2008 to December 2014. From 2002 to April 2008, Mr. Hooley served as Executive Vice President and head of Investor Services and, in 2006, was appointed Vice Chairman and Global Head of Investment Servicing and Investment Research and Trading. Mr. Hooley was elected to serve on the Board of Directors in October 2009, and he was appointed Chairman of the Board in January 2011. Mr. Hooley’s leadership experience and core understanding of State Street’s full range of services brings to the Board a detailed and thorough perspective on the Company’s key operations, strategic initiatives and client relationships globally. He received his B.S. degree from Boston College.

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Item 1 (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT


ROBERT S. KAPLAN		Age 57, Director since 2009

Board Roles and Committees: *Executive Compensation* *Nominating and Corporate Governance*		Career Highlights and Community Involvement • Senior Associate Dean for External Relations and Martin Marshall Professor of Management Practice, Harvard Business School (2013 to present); Professor of Management Practice (2005 to 2013) • Co-Chairman, Draper, Richards, Kaplan Foundation, a global venture philanthropy firm (2010 to present) • Chairman, Indaba Capital Management, LLC, a hedge fund manager (2011 to present) • Director, Harvard Management Company, manager of Harvard University’s endowment and related financial assets; President and Chief Executive Officer (2007); Interim Chief Executive Officer (2007 to 2008) • Former Vice Chairman, Goldman Sachs Group, an NYSE-listed investment bank; Senior Director and member of Management Committee (2002 to 2006); Global Co-Head, Investment Banking Division (1999 to 2002); Co-chief Operating Officer, Global Investment Banking (1998 to 1999); Head, Americas Corporate Finance Department (1994 to 1999); Co-head, Asia-Pacific Investment Banking (1990 to 1994); Senior Director (2006 to present) • Co-Chairman, Project A.L.S., a not-for-profit dedicated to neurodegenerative disease research (2000 to present) • Director, Teak Fellowship, a not-for-profit which provides academic support to low-income students from New York City (2013 to present); Co-Chairman (1998 to 2013) • Trustee, Ford Foundation (2008 to present) • Trustee, The Jewish Theological Seminary (2004 to present) • Member, Kansas Healthcare Policy Authority Board (2006 to 2010)

Qualifications and Attributes

As a professor of management practice at Harvard Business School, and through his broad range of financial services experience while at Goldman Sachs and other roles in the industry, Mr. Kaplan adds to the Board a multi-faceted, regionally diverse and practical knowledge of financial, operational and regulatory issues within the financial services industry. Mr. Kaplan’s commitment to community service is represented by his extensive service to several not-for-profit organizations. Mr. Kaplan received his B.S. from the University of Kansas and an M.B.A. from Harvard University and also was previously employed as a Certified Public Accountant for Peat Marwick Mitchell & Co.

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Item 1 (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT


RICHARD P. SERGEL		Age 65, Director since 1999

Board Roles and Committees: *Examining and Audit* *Executive* Executive Compensation (Chair) Technology		Career Highlights and Community Involvement • Retired President and Chief Executive Officer, North American Electric Reliability Corporation, NERC, a self-regulatory organization for the bulk electricity system in North America (2005 to 2009) • President and Chief Executive Officer, New England Electric System (and its successor company, National Grid USA), an NYSE-listed electric utility (1998 to 2004) • Director, Emera, Inc., a Toronto Stock Exchange-listed energy and services company (2010 to present) • Former Director, Jobs for Massachusetts • Former Director, The Greater Boston Chamber of Commerce • Former Trustee, the Merrimack Valley United Way, and the Worcester Art Museum • Former Chairman, the Consortium for Energy Efficiency • Former Audit Committee member, Town of Wellesley, Massachusetts

Qualifications and Attributes

Mr. Sergel’s responsibilities as chief executive officer of the North American Electric Reliability Corporation included imposing statutory responsibility and regulating the industry through adoption and enforcement of standards and practices. To do so, he led NERC to establish the first set of legally enforceable standards for the U.S. bulk power system. Prior to joining NERC, he spent twenty-five years with the New England Electric System, where he oversaw the merger with National Grid in 2000. His extensive practical and technical expertise in navigating the energy market through regulatory change and major transactions offers to the Board important perspective on the evolving financial services industry and regulatory environment. Mr. Sergel received a B.S. degree from Florida State University, an M.S. from North Carolina State University, and an M.B.A. from the University of Miami. He served in the United States Air Force reserve from 1973 to 1979.


RONALD L. SKATES		Age 73, Director since 2002

Board Roles and Committees: *Examining and Audit (Chair)* *Executive* *Nominating and Corporate Governance* *Risk* *Technology*		Career Highlights and Community Involvement • Former Chief Executive Officer and President, Data General Corp., a manufacturer of multi-user computer systems such as minicomputers, workstations, servers, and storage devices (acquired by EMC Corp. in 1999) (1989 to 1999); Senior Vice President of Finance and Administration (1986 to 1988); Executive Vice President and Chief Operating Officer (1988 to 1989); Chief Financial Officer (1986 to 1987) • Audit Partner, PricewaterhouseCoopers (1976 to 1986) • Director, Raytheon Company, an NYSE-listed developer of technological products specializing in defense, homeland security and other government markets throughout the world (2003 to present); member of Audit Committee (Chairman), Public Affairs Committee, and the Management Development and Compensation Committee • Director, Courier Corporation, a Nasdaq-listed full-service book manufacturer and specialty publisher (2003 to present); member of Audit and Finance Committee (Chairman), Compensation Management Development Committee, and Nominating and Corporate Governance Committee • Director, Gilbane, Inc., a privately held, family owned construction and real-estate company (2002 to present) • Trustee Emeritus, Massachusetts General Hospital (2005 to present)

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Item 1 (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

Qualifications and Attributes

Mr. Skates currently is a private investor. His management experience with a large information technology company, combined with his extensive accounting background and board service for varied and significant organizations, provides the State Street Board with a balanced and detailed insight into State Street’s operations, organization and administration. He holds B.A. (cum laude) and M.B.A. degrees from Harvard University.


GREGORY L. SUMME		Age 58, Director since 2001

Board Roles and Committees: *Executive* *Nominating and Corporate Governance (Chair)*		Career Highlights and Community Involvement • Managing Partner and Founder, Glen Capital Partners, LLC, an investment fund (2013 to present) • Managing Director and Vice Chairman of Global Buyout, Carlyle Group, a Nasdaq-listed global asset manager (2009 to 2014) • Chairman, Freescale Semiconductor, an NYSE-listed provider of embedded processing solutions (2010 to present); Chairman of Compensation Committee • Director and 10% owner, LMI Aerospace, a Nasdaq-listed designer and provider of aerospace structures (2014 to present) • Director, Automatic Data Processing, Inc., a Nasdaq-listed provider of business outsourcing solutions (2007 to 2014) • Senior Advisor, Goldman Sachs Capital Partners, a private equity business affiliated with Goldman Sachs (2008 to 2009) • Chairman, PerkinElmer, Inc., an NYSE-listed global health science company (1999 to 2009); Chief Executive Officer (1999 to 2008); President (1998 to 2007) • President, General Aviation Avionics, Aerospace Engines, and Automotive Products Group, AlliedSignal, an NYSE-listed aerospace, automotive and engineering company (1993 to 1998) • General Manager of commercial motors, General Electric (1992 to 1993) • Associate and Partner, McKinsey & Co. (1983 to 1992)

Qualifications and Attributes

Mr. Summe has extensive management experience leading large and complex corporate organizations in evolving environments including founding Glen Capital Partners, an investment fund, in 2013. While vice chairman of Carlyle Group, he was responsible for buyout funds in financial services, infrastructure, Japan, the Middle East and African markets and served on the firm’s operating committee. His experience in private equity has afforded him a deepened exposure to understanding varied business models, practices, strategies and environments and assessing value in varied international regions. During his tenure as chairman and chief executive officer at PerkinElmer, Mr. Summe led the company’s transformation from a diversified defense contractor to a technology leader in health sciences. Mr. Summe holds B.S. and M.S. degrees in electrical engineering from the University of Kentucky and the University of Cincinnati, and an M.B.A. with distinction from the Wharton School of the University of Pennsylvania. He has published a number of articles in the Harvard Business Review, Electronic Business, and various technical journals and is in the Engineering Hall of Distinction at the University of Kentucky.

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Item 1 (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT


THOMAS J. WILSON		Age 57, Director since 2012

Board Roles and Committees: *Nominating and Corporate Governance* *Risk*		Career Highlights and Community Involvement • Chairman (2008 to present) and Chief Executive Officer (2007 to present), Allstate Corporation, an NYSE-listed property and casualty insurance company; various positions throughout his 19-year tenure • Co-Chair, Get In Chicago, City of Chicago • Trustee, Rush University Medical Center • Trustee, Museum of Science and Industry (Chicago) • Director, U.S. Chamber of Commerce • Director, Economic Club of Chicago • Former Chairman, Financial Services Forum • Property and Casualty CEO Roundtable • Former Deputy Chairman, Federal Reserve Bank Chicago

Qualifications and Attributes

As the chairman and chief executive officer of Allstate Corporation, the largest publicly held personal lines property and casualty insurer in America, Mr. Wilson brings a broad set of successful leadership experiences to the Board. He has proven expertise in business strategy, operational transformation, risk management, workforce development and corporate governance. Mr. Wilson has been Allstate’s chief executive officer for seven years and led the company through the financial market crisis in 2009 through 2011, adapted the business model to a dramatic change in weather patterns and is implementing a unique consumer focused strategy. His experience in operating a large public company in a highly regulated industry included a number of roles at Allstate, including president (2005 to 2014) and chief operating officer (2005 to 2006), president Allstate Protection (2002 to 2006), president Allstate Financial (1999 to 2002) and chief financial officer (1995 to 1998). Mr. Wilson has been chairman of Allstate since 2008 and is actively involved with shareholders and advisory firms on corporate governance matters. Mr. Wilson also has a strong commitment to public and community service, including service on The Federal Reserve Board of Chicago (2008 to 2012) and current director/trustee responsibilities at Catalyst, The Museum of Science and Industry, The Economic Club of Chicago, Rush University Medical Center and the U.S. Chamber of Commerce. Mr. Wilson holds a Masters degree in management from Northwestern University’s J.L. Kellogg Graduate School of Management and a B.S. in Business Administration from the University of Michigan.

RETIRING DIRECTOR

Peter Coym’s term as director will expire at the annual meeting, and the Board thanks him for his service as a member of the Board since 2006. Dr. Coym is the retired head of Lehman Brothers Holdings Inc., Germany and former member of the Lehman Brothers Bankhaus Management Board and European Management Group from 1993 to 2005. Dr. Coym, with more than 35 years of experience in investment banking, provided the Board with insight into the complexities and trends within and influencing the financial services industry.

16 STATE STREET CORPORATION

2015 NOTICE OF MEETING AND PROXY STATEMENT

ITEM 2 – APPROVAL OF ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 2 on your proxy card)

The Board of Directors recommends that shareholders approve the advisory proposal on executive compensation set forth below. Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted for the approval of this advisory proposal. We believe that shareholder feedback on executive compensation is important, and therefore, we have provided shareholders the opportunity to vote on an advisory executive compensation proposal since 2009. Over the past several years shareholders have overwhelmingly approved the “say-on-pay” vote, and in 2014 at our annual meeting of shareholders, 94% of the votes cast supported the proposal.

State Street develops and implements a compensation program for its executive officers with the goals of:

•

attracting, retaining and motivating superior executives

•

rewarding those executives for meeting or exceeding annual and long-term financial and strategic objectives

•

driving long-term shareholder value and financial stability

•

achieving the preceding goals in a manner aligned with appropriate risk management principles and our corporate values

For each named executive officer, or NEO, the Compensation Committee determines the appropriate level of total compensation for the year. This determination is based on a subjective evaluation of many factors, including corporate performance, individual performance and market, regulatory and shareholder considerations. Along with the “say-on-pay” advisory proposal, we also engage several of our largest shareholders to receive their specific perspectives on our compensation programs. For 2014, we expanded this process and held discussions with shareholders representing more than 30% of our outstanding common stock. In response to our discussions with shareholders, we have made changes to the design of our performance-based compensation incentive awards and compensation recoupment practices. Our compensation practices for NEOs including the complete framework used by the Compensation Committee in evaluating and making 2014 compensation decisions are described in “Compensation Discussion and Analysis.”

The advisory proposal is provided in accordance with Section 14A of the Securities Exchange Act of 1934, or the Exchange Act, and is non-binding. The outcome of this advisory proposal does not overrule any decision by State Street or the Board of Directors (or any of its committees), create or imply any change to the fiduciary duties of State Street or the Board of Directors (or any of its committees) or create or imply any additional fiduciary duties for State Street or the Board of Directors (or any of its committees). Although non-binding, the Compensation Committee will take into account the outcome of the vote on this advisory proposal when considering future executive compensation arrangements. Currently, the Board of Directors has determined that State Street will annually hold a vote on an advisory proposal on executive compensation.

The text of the proposal presented for your approval is as follows:


		VOTED:		That the compensation of State Street’s executives, as disclosed pursuant to the SEC’s compensation disclosure rules, as set forth in this proxy statement under the heading “Executive Compensation,” including the Compensation Discussion and Analysis, the compensation tables and related material, is approved; provided, that, this resolution shall not be binding on State Street’s Board of Directors or any of its committees and may not be construed as overruling any decision by the Board of Directors or any of its committees.

STATE STREET CORPORATION 17


		2015 NOTICE OF MEETING AND PROXY STATEMENT

ITEM 3 – RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors unanimously recommends that you vote

FOR

this proposal (Item 3 on your proxy card)

The Board of Directors recommends that shareholders approve the ratification of the selection of the independent registered public accounting firm described below. The Examining and Audit Committee has appointed Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2015. Ernst & Young LLP has acted as our independent auditor since 1972.

The Examining and Audit Committee has direct responsibility for the appointment, compensation, retention, evaluation and oversight of the work of our independent registered public accounting firm, including the sole authority for the establishment of pre-approval policies and procedures for all audit and non-audit engagements. The Examining and Audit Committee also oversees the integrity of our financial statements and reports, and the qualifications, performance and independence of State Street’s independent registered public accounting firm.

The Examining and Audit Committee annually assesses the appointment of the registered public accounting firm. In accordance with SEC rules and Ernst & Young LLP policies, the lead audit partner must be rotated at least every five years. The Examining and Audit Committee, and the Committee Chair are involved in the selection of the lead engagement partner pursuant to the rotation requirement. The Examining and Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young LLP as State Street’s independent registered public accounting firm is in the best interest of the company and its shareholders.

We have been advised by Ernst & Young LLP that it is a registered public accounting firm with the Public Company Accounting Oversight Board (United States) and complies with the auditing, quality control and independence standards and rules of that Board and the SEC.

We expect that representatives of Ernst & Young LLP will be present at the annual meeting to respond to appropriate questions, and they will have the opportunity to make a statement if they desire. While shareholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required, the Board of Directors is submitting the selection of Ernst & Young LLP to the shareholders for ratification to learn the opinion of shareholders on the selection. Unless contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the ratification of the selection of Ernst & Young LLP as State Street’s independent registered public accounting firm for the year ending December 31, 2015. Should the selection of Ernst & Young LLP not be ratified by the shareholders, the Examining and Audit Committee will reconsider the matter. Even in the event the selection of Ernst & Young LLP is ratified, the Examining and Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if in its view such a change is in the best interests of State Street and its shareholders.

OTHER MATTERS

The Board of Directors does not know of any other matters that may be presented for action at the annual meeting. Under our by-laws, the deadline for shareholders to notify us of any proposals or director nominations to be presented for action at the 2015 annual meeting has passed. Should any other business properly come before the meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. See the discussion above in this proxy statement under the heading “General Information – Could other matters be decided at the meeting?”

18 STATE STREET CORPORATION

2015 NOTICE OF MEETING AND PROXY STATEMENT

CORPORATE GOVERNANCE AT STATE STREET

State Street is a financial holding company whose principal subsidiary is State Street Bank and Trust Company, or State Street Bank or the Bank. State Street and the Bank are each organized under the laws of the Commonwealth of Massachusetts. In accordance with Massachusetts law and State Street’s by-laws, our Board of Directors has responsibility for overseeing the conduct of our business. Our Board is committed to strong corporate governance practices and is intent on maintaining State Street’s reputation for quality, integrity and high ethical standards.

State Street’s Board of Directors, in its role of overseeing the conduct of our business, is guided by our Corporate Governance Guidelines, or the Guidelines. Among other things, the Guidelines describe the role of the Board of Directors, its responsibilities and functions, the director qualification and selection process and the role of the Lead Director. The Guidelines also contain categorical standards for determining director independence under NYSE listing standards. In general, a director would not be independent under these standards if the director (and in certain circumstances, a member of the director’s immediate family) has, or in the past three years had, certain relationships or affiliations with State Street, its external or internal auditors, or other companies that do business with State Street (including employment by State Street, receipt of a specified level of direct compensation from State Street, other than director fees, and compensation committee interlocks). The categorical standards also provide specified relationships that, by themselves, would not impair independence. The portion of the Guidelines addressing director independence is attached as Appendix A to this proxy statement. The full Guidelines are available under the corporate governance section in the Investor Relations portion of our website at www.statestreet.com. In addition to the Guidelines, the charters for each principal committee of the Board and our Standard of Conduct for Employees, Standard of Conduct for Directors and Code of Ethics for Senior Financial Officers are also available in the same location on our website. Except as may be specifically incorporated by reference in this proxy statement, information on our website is not part of this proxy statement.

Pursuant to the Guidelines, the Board undertook a review of director independence in February 2015. State Street, as a global financial institution and one of the largest providers of financial services to institutional investors, conducts business with many organizations throughout the world. Our directors or their immediate family members may have relationships or affiliations with some of these organizations. As provided in the Guidelines, the purpose of the director independence review was to determine whether any relationship or transaction was inconsistent with a determination that the director was independent. As a result of this review, the Board, after review and recommendation by the Nominating and Corporate Governance Committee, determined that each of our non-management directors (Dame Amelia, Ms. Hill and Messrs. Almeida, Burnes, Coym, de Saint-Aignan, Freda, Kaplan, Sergel, Skates, Summe and Wilson) meets the categorical standards for independence under the Guidelines, has no material relationship with State Street (other than the role of director) and satisfies the qualifications for independence under listing standards of the NYSE. In making this determination, the Board considered that the below identified individuals, or their respective family members, have the following relationships or arrangements that are deemed to be immaterial under the categorical standards for independence included in the Guidelines:

•

commercial or charitable relationships with an entity for which the State Street director or family member serves as a non-employee director, and with respect to which the director was uninvolved in the negotiations (Dame Amelia, Ms. Hill and Messrs. Burnes, de Saint-Aignan, Freda, Kaplan, Sergel, Skates and Wilson)

•

commercial relationships with an entity for which the State Street director or family member serves as an employee, consultant or executive officer where the director does not receive any special benefits from the transaction and the annual payments to or from the entity are equal to or less than the greater of $1 million or 2% of the consolidated gross annual revenues of the other entity during the most recent completed fiscal year (Ms. Hill and Messrs. Kaplan and Wilson)

None of these commercial or charitable relationships with director affiliated entities involved amounts paid or received by State Street in 2014 greater than 0.5% of the director-affiliated entity’s annual gross revenue or 0.5% of State Street’s annual gross revenue.

Although State Street does not have a formal policy regarding attendance of directors at the annual meeting, all directors are encouraged to attend. Of the 12 directors then on the Board, all attended the 2014 annual meeting.

State Street has established and maintains internal controls and procedures designed to ensure the integrity and accuracy of its consolidated financial statements and control of its assets. State Street has established and maintains disclosure controls and

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Corporate Governance (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

procedures designed to ensure that State Street is able to timely record, process and report the information required for public disclosure. State Street is dedicated to maintaining its high standards of financial accounting and reporting.

We have a Standard of Conduct for Directors, which together with the Standard of Conduct for Employees, promotes ethical conduct and the avoidance of conflicts of interest in conducting our business. We also have a Code of Ethics for Senior Financial Officers (including the Chief Executive Officer), as required by the Sarbanes-Oxley Act and SEC rules. Only our Board may grant a waiver for directors, senior financial officers or executive officers from a provision of the Standard of Conduct for Directors, the Standard of Conduct for Employees or the Code of Ethics for Senior Financial Officers, and any waivers will be posted under the corporate governance section in the Investor Relations portion of our website at www.statestreet.com.

Composition of the Board and Director Selection Process

In connection with nominating directors for election each year and evaluating the need for new director candidates as appropriate, the Nominating and Corporate Governance Committee, with input from the entire Board and management, focuses on the Board’s capabilities and functioning as a whole, including skill sets, diversity, specific business background and global or international experience. The Board expects all nominees to possess the following attributes or characteristics:

•

unquestionable business ethics, irrefutable reputation and superior moral and ethical standards

•

informed and independent judgment with a balanced perspective, financial literacy, mature confidence, high performance standards and incisiveness

•

ability and commitment to attend Board and committee meetings and to invest sufficient time and energy in monitoring management’s conduct of the business and compliance with State Street’s operating and administrative procedures

•

a global vision of business with the ability and willingness to work closely with the other Board members

Taken as a whole, the Board expects one or more of its members to have the following skill sets, specific business background and global or international experience:

•

experience in the financial services industry

•

experience as a senior officer of a well respected public company

•

experience as a senior business leader of an organization active in the company’s key international growth markets

•

experience in key disciplines of significant importance to the company’s overall operations

•

qualification as an audit committee financial expert (as defined by applicable SEC rules)

•

qualification as a risk management expert (as defined by applicable Federal Reserve rules)

The director biographies set forth in this proxy statement under the heading “Item 1 – Election of Directors” indicate each nominee’s experience, qualifications, attributes and skills that led the Board to conclude he or she should continue to serve as a director of State Street. The Board believes that individually each of the nominees has had substantial achievement in his or her personal and professional pursuits, and has talents, experience and integrity that will contribute to the best interests of State Street and to long-term shareholder value, and the nominees as a group possess the skill sets, specific business background and global or international experience that the Board desires.

State Street does not have a formal policy with respect to diversity but, taken as a whole, strives to have a Board that reflects the diversity (in terms of a number of characteristics including, gender, race, national origin, age and tenure on the Board) of the company’s key stakeholders and of the various communities in which the company operates. Presently, the Nominating and Corporate Governance Committee and the Board believe the composition of the Board, which currently reflects a range of personal and professional backgrounds, experiences and other characteristics, is reflective of this diversity. As noted above, the Nominating and Corporate Governance Committee includes diversity as a consideration in making its recommendations for nominees for director. The Committee, however, does not assign specific weight to the various factors it considers and no particular criterion is a prerequisite for nomination.

In carrying out its responsibility to find the best qualified candidates for directors, the Nominating and Corporate Governance Committee will consider proposals for nominees from a number of sources, including recommendations from shareholders submitted upon written notice to the Chair of the Nominating and Corporate Governance Committee, c/o the Office of the Secretary of

20 STATE STREET CORPORATION


Corporate Governance (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

State Street Corporation, One Lincoln Street, Boston, Massachusetts 02111 (facsimile number (617) 664-8209). The Committee seeks to identify individuals qualified to become directors, consistent with the above criteria established by the Board for director candidates.

The Nominating and Corporate Governance Committee’s process for identifying and evaluating candidates includes actively seeking to identify qualified individuals by reviewing lists of possible candidates, and considering proposals from a number of sources, such as members of the Board, members of management, employees, shareholders and industry contacts. The Committee’s charter grants it the authority to retain a search firm to assist in conducting this search. Upon identifying a possible candidate, from whatever source, the Committee makes an initial evaluation as to whether the individual would be expected to qualify under the criteria established by the Board for director candidates. A possible candidate whom the Committee feels is an individual who could qualify under the criteria established by the Board is then further evaluated through a process which may include obtaining and examining the individual’s resume, speaking with the person who has recommended the individual, speaking with others who may be familiar with the individual, interviews by members of the Board and the Nominating and Corporate Governance Committee with the individual, discussion at the Committee level of the individual’s possible contribution to State Street and, if appropriate, voting on the individual as a candidate. The Committee evaluates possible nominees for director without regard to whether an individual is recommended by a shareholder or otherwise.

Mr. William C. Freda is a nominee for election as director by shareholders for the first time at this meeting. He was elected to the Board by the other directors in December 2014. The Nominating and Corporate Governance Committee recommended Mr. Freda to the directors for appointment to the Board and also as a candidate for election by the shareholders at this meeting, after evaluating his candidacy. Mr. Freda was first identified by a third-party search firm that was retained to identify potential director candidates. At the request of the Committee, the search firm first discussed with the members of the Committee the priority characteristics of a new director candidate, in light of the preferred individual and Board qualities described above. The search firm developed preliminary criteria for a director candidate, and reviewed it with the Committee. The search firm identified potential candidates that met the criteria as established by the Committee, and submitted a list of potential candidates to the Committee. The Committee met to discuss and finalize the list of candidates, and the Committee reviewed this process and the resulting list with the Board. After conducting a preliminary check to determine conflicts and eliminating from consideration those candidates whose commitments precluded them from considering an appointment to the Board, the search firm approached the candidates to determine their interest in serving on the Board. The search firm gave the Committee a list of candidates who were interested, and members of the Committee and the Chairman personally interviewed them. The Committee recommended Mr. Freda to the Board, after determining that he met several of the criteria identified by the Board for new directors, including but not limited to, Mr. Freda’s distinguished record of service during his 40-year career at Deloitte LLP, having served on a wide range of multinational engagements for many of Deloitte’s largest and most strategic clients and his achievements as a managing partner for Deloitte’s U.S. and global financial services practice. Mr. Freda has the background and potential to make significant contributions to State Street through service as a director and was deemed independent by the Board under the Corporate Governance Guidelines.

Board Leadership Structure

Mr. Hooley, as State Street’s Chairman of the Board, presides at all meetings of the Board at which he is present. State Street has adopted a leadership structure that also includes an independent Lead Director of the Board. This position is currently held by Kennett F. Burnes. The Chairman works with the independent Lead Director in setting Board agendas and coordinating other Board activities. The Board of Directors believes that Mr. Hooley’s role as Chairman and Mr. Burnes’ role as Lead Director is the most effective leadership structure for State Street and is in the best interests of the Board, the company and its shareholders at this time. Among the factors leading the Board to this conclusion are:

•

As our Chief Executive Officer, and with his extensive work history in different roles at State Street, Mr. Hooley is more familiar with our business and strategy than an independent, non-management Chairman would be and is thus better positioned to focus our Board’s agenda on the key issues facing State Street

•

A single Chairman and Chief Executive Officer provides strong, consistent and accountable leadership for State Street, without risking overlap or conflict of roles

•

Oversight of State Street is the responsibility of our Board as a whole, and this responsibility can be properly discharged without an independent Chairman

•

The Chairman and our Lead Director work together to play a strong and active role in the oversight of State Street’s leadership

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Corporate Governance (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

Mr. Burnes was appointed Lead Director to serve a one-year term as the presiding director of the independent directors of the Board (all directors, except for Mr. Hooley) in May 2014. Mr. Burnes has served in this capacity for five annual terms. As Lead Director, Mr. Burnes:

•

is actively involved in all the matters of the Board and each of its committees

•

participates in, and attends, meetings of all of the Board’s committees providing valuable committee membership overlap to enable optimal agenda coordination

•

presides at all meetings of the Board at which the Chairman is not present, including all executive sessions of independent directors

•

serves as a liaison between the Chairman and the independent directors

•

establishes the agenda and oversees the executive sessions of the independent directors

•

conducts an annual process for reviewing the Chief Executive Officer’s performance, and reports the results of the process to the other independent directors

•

communicates with the Chairman to provide feedback and also to implement the decisions and recommendations of the independent directors

•

approves, in consultation with the Chairman, the agendas for Board meetings, information sent to the Board and the schedule of Board meetings

The independent directors meet in executive session at every regularly scheduled meeting of the Board and otherwise as needed. The Lead Director is authorized to call additional meetings of the independent directors. The meetings of the independent directors promote additional opportunities, outside the presence of management, for the directors to engage together in discussion of pending and other important matters, and the regularity of these meetings fosters continuity for these discussions and allows for a greater depth and scope to the matters discussed. The role of the Lead Director provides another method to communicate the perspectives of the independent directors, including the matters discussed at the separate meetings of the independent directors, and to effectively integrate those perspectives into Board agendas and materials.

A review of the role, responsibilities and effectiveness of the Lead Director is conducted annually by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee conducts a review of the current Lead Director by soliciting feedback from members of the Board, and based upon the review, recommends that the Board of Directors elect a member of the Board as its Lead Director to serve for a one-year term.

Communication with the Board of Directors

Shareholders and interested parties who wish to contact the Board of Directors or the Lead Director should address correspondence to the Lead Director in care of the Secretary. The Secretary will review and forward correspondence to the Lead Director or appropriate person or persons for response.

Lead Director of State Street Corporation

c/o Office of the Secretary

One Lincoln Street

Boston, MA 02111

In addition, State Street has established a procedure for communicating directly with the Lead Director, by utilizing a third-party independent provider, regarding concerns about State Street or its conduct, including complaints about accounting, internal accounting controls or auditing matters. An interested party who wishes to contact the Lead Director may use any of the following methods, which are also described on State Street’s website at www.statestreet.com:


Telephone:	Posted Mail:	Internet:

From within the United States and Canada:	The Network	www.tnwinc.com/webreport
1-888-736-9833 (toll-free)	ATTN: State Street
	333 Research Court
	Norcross, GA 30092
	USA

For country specific phone numbers please visit www.statestreet.com.

22 STATE STREET CORPORATION


Corporate Governance (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

The Lead Director may forward to the Examining and Audit Committee, or to another appropriate group or department, for appropriate review, any concerns the Lead Director receives. The Lead Director periodically reports to the independent directors as a group regarding concerns he receives.

Meetings of the Board of Directors

During 2014, the Board of Directors held 8 meetings, and each of the incumbent directors attended 75% or more of the total of all meetings of the Board and all meetings of the committees of the Board for such period as the director served during the year. Each member of the Board is also a member of the Board of Directors of the Bank. The Board of Directors of the Bank held 8 meetings during 2014. Each member of State Street’s Executive Committee, Risk Committee and Examining and Audit Committee is also a member of the corresponding committee of the Bank, and members customarily hold joint meetings of both committees.

Committees of the Board of Directors

The Board of Directors has the following principal committees to assist it in carrying out its responsibilities, each of which operates under a written charter, a copy of which is available under the corporate governance section in the Investor Relations portion of our website at www.statestreet.com. The charter for each committee, which establishes its roles and responsibilities and governs its procedures, has been approved by the Board.

Examining and Audit Committee. The Examining and Audit Committee has direct responsibility for the appointment, compensation, retention, evaluation and oversight of the work of State Street’s independent registered public accounting firm, including sole authority for the establishment of pre-approval policies and procedures for all audit engagements and any non-audit engagements. The Committee also oversees the operation of our system of internal controls covering the integrity of our consolidated financial statements and reports, compliance with laws, regulations, corporate policies and the qualifications, performance and independence of State Street’s independent registered public accounting firm. The Committee acts on behalf of the Board in monitoring and overseeing the performance of the internal audit function at State Street and in reviewing certain communications with banking regulators. The Committee also reviews the effectiveness of the Company’s compliance program. The Committee reports periodically to the Board, as appropriate, and its specific functions and responsibilities are set forth in the Committee’s charter. The Committee’s members are Ronald L. Skates, Chair; Peter Coym; Patrick de Saint-Aignan; and Richard P. Sergel. During 2014, the Committee held 21 meetings.

The Board of Directors has determined that the Examining and Audit Committee consists entirely of directors who meet the independence requirements of the listing standards of the NYSE and the rules and regulations of the SEC. Further, all of the members of the Committee are financially literate, based upon their education and experience, as such qualification under the listing standards of the NYSE is interpreted by the Board. The Board has determined, based upon education and experience as a principal accounting or financial officer or public accountant, or experience actively supervising a principal accounting or financial officer or public accountant, that the following members of the Committee: Messrs. Skates, de Saint-Aignan and Sergel, each satisfy the definition of “audit committee financial expert,” as set out in the rules and regulations under the Exchange Act, and have accounting or related financial management expertise, as such qualification under the listing standards of the NYSE is interpreted by the Board. None of the members of the Committee serve on more than two other audit committees of public companies.

Executive Committee. The Executive Committee is authorized to exercise all the powers of the Board of Directors, except as otherwise limited by the laws of the Commonwealth of Massachusetts or the Committee’s charter. The purpose and function of the Committee is to review, approve and act on matters on behalf of the Board of Directors at times when it is not practical to convene a meeting of the full Board to address such matters. The Committee, dependent on its meeting activities, if any, reports periodically to the Board, as appropriate, and its specific functions and responsibilities are set forth in the Committee’s charter. The Committee’s members are Joseph L. Hooley, Chair; Kennett F. Burnes; Amelia C. Fawcett; Richard P. Sergel; Ronald L. Skates; and Gregory L. Summe. The Committee did not hold any meetings during 2014.

Executive Compensation Committee. The Executive Compensation Committee oversees the operation of all of our compensation plans, policies and programs in which executive officers participate and certain other incentive, retirement, welfare and equity plans in which all other employees participate. The Committee also oversees the alignment of our incentive compensation arrangements with the

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Corporate Governance (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

safety and soundness of State Street including the integration of risk management objectives, related policies, arrangements and control processes consistent with regulatory rules and guidance. Acting together with the other independent directors, the Committee annually reviews and approves corporate goals and objectives relevant to the chief executive officer’s compensation, evaluates the chief executive officer’s performance, and reviews, determines and approves, in consultation with the other independent directors, the chief executive officer’s compensation level. In addition, the Committee reviews, evaluates and approves the total compensation of all executive officers. The Committee is also responsible for approving the terms and conditions of employment and any changes thereto, including any restrictive provisions, severance arrangements and special arrangements or benefits, of any executive officer. The Committee adopts equity grant guidelines in connection with its overall responsibility for all equity plans, and monitors stock ownership of executive officers. The Committee is directly responsible for the appointment and oversight of any compensation consultants and other advisors it retains. The Committee reports periodically to the Board, as appropriate, and its specific functions and responsibilities are set forth in the Committee’s charter. Its members are Richard P. Sergel, Chair; José E. Almeida, Amelia C. Fawcett; Linda A. Hill; and Robert S. Kaplan. None of these individuals is or has been an officer or employee of State Street or the Bank. The Board of Directors has determined that the Committee consists entirely of directors who meet the applicable independence requirements of the listing standards of the NYSE. During 2014, the Committee held 6 meetings.

The Board of Directors has formed a subcommittee of the Executive Compensation Committee and appointed Messrs. Sergel (Chair) and Almeida and Dame Amelia as members of the subcommittee. The purpose and authority of the subcommittee is to perform all functions of the Executive Compensation Committee related to the qualification of performance-based compensation for applicable exemptions under Internal Revenue Code Section 162(m), including establishing and administering performance goals and certifying the attainment of those goals. Each of Messrs. Almeida and Sergel and Dame Amelia qualify as outside directors for purposes of Section 162(m) and as non-employee directors for purposes of SEC Rule 16b-3. All references to the Executive Compensation Committee in this proxy statement refer to the subcommittee, as appropriate.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s principal responsibilities are to assist the Board in overseeing the company’s succession planning process, to identify and recommend nominees for directors of State Street, to recommend to the Board director nominees for each committee, to provide leadership in shaping our corporate governance, including the Corporate Governance Guidelines, and to lead the Board in its annual review of the Board’s performance. The Committee is also responsible for reviewing and approving State Street’s related-person transactions, reviewing the amount and form of director compensation as well as reviewing reports on the regulatory, political and lobbying activities of the Company. The Committee reports periodically to the Board, as appropriate, and its specific functions and responsibilities are set forth in the Committee’s charter. Its members are Gregory L. Summe, Chair; Peter Coym; Linda A. Hill; Robert S. Kaplan; Ronald L. Skates; and Thomas J. Wilson. The Board of Directors has determined that the Committee consists entirely of directors who meet the applicable independence requirements of the listing standards of the NYSE. During 2014, the Committee held 6 meetings.

Risk Committee. The Risk Committee is responsible for oversight related to the operation of our global risk management framework, including the risk management policies for our global operations. The Committee is responsible for reviewing and discussing with management our assessment and management of all risk applicable to our operations, including credit, market, interest rate, liquidity, operational and business risks, as well as compliance and reputational risk and related policies. In addition, the Committee provides oversight on strategic capital governance principles and controls and monitors capital adequacy in relation to risk. The Committee is also responsible for discharging the duties and obligations of the Board under applicable Basel and other specified regulatory requirements. The Committee reports periodically to the Board, as appropriate, and its specific functions and responsibilities are set forth in the Committee’s charter. Its members are Amelia C. Fawcett, Chair; Patrick de Saint-Aignan; Joseph L. Hooley; Ronald L. Skates; and Thomas J. Wilson. During 2014, the Committee held 16 meetings.

Technology Committee. The Technology Committee is responsible for assisting the Board in the oversight of State Street’s technology, including the company’s use of technology in global operations and business activities and the company’s technology strategies, policies, and investments. Additionally, the Committee advises the Board on technology related risks, including cyber and information security. The Committee reports periodically to the Board, as appropriate, and its specific functions and

24 STATE STREET CORPORATION


Corporate Governance (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

responsibilities are set forth in the Committee’s charter. Its members are Kennett F. Burnes, Chair; Linda A. Hill; Richard P. Sergel; and Ronald L. Skates. During 2014, the Committee held 4 meetings.

Non-Employee Director Compensation

General

The Nominating and Corporate Governance Committee is responsible for reviewing annually the form and amount of director compensation and for making a related recommendation to the Board. The Committee’s review focuses on compensation for our non-employee directors. Mr. Hooley is the only director that is also one of our employees, and the determination of his compensation is described in this proxy statement under the heading “Executive Compensation.” In conducting its review, the Committee has access to compensation consultants and other resources it deems appropriate, including peer group data. The Committee uses the same peer group the Compensation Committee uses for purposes of executive compensation generally and, like the Compensation Committee, used the services of Meridian Compensation Partners as a compensation consultant for 2014.

Each year, our compensation consultant prepares a review of director compensation within the peer group. After reviewing this material in 2014, the Committee made its recommendation to the Board, which, following the May 2014 annual meeting of shareholders, approved director compensation for all non-employee directors effective through the 2015 annual meeting of shareholders.

Director Compensation Arrangements

Compensation

For the period between each annual meeting of shareholders, non-employee directors receive the following compensation:



Director Compensation Component	Value ($)		Vehicle⁽¹⁾
Annual Retainer⁽²⁾	$	75,000	Cash or shares of State Street common stock
Annual Equity Grant Award⁽²⁾		140,000	Shares of State Street common stock
Board and Committee Meeting Fee⁽³⁾		1,500	Cash
Additional Lead Director Retainer		90,000	Cash or shares of State Street common stock
Examining and Audit Committee and Risk Committee Chair Retainer		25,000	Cash or shares of State Street common stock
Executive Compensation Committee Chair Retainer		20,000	Cash or shares of State Street common stock
Nominating and Corporate Governance Committee Chair Retainer		15,000	Cash or shares of State Street common stock
Examining and Audit Committee and Risk Committee Member Retainer		10,000	Cash or shares of State Street common stock

(1)	All shares of State Street common stock are awarded based upon the closing price of the stock on the NYSE on the date of the annual meeting that begins the period, unless otherwise noted.

(2)	Pro-rated annual retainer and annual equity grant for any director joining the Board after the annual meeting that begins the period, with shares of State Street common stock awarded based on the closing price of the stock on the NYSE on the date of election.

(3)	Directors receive meeting fees of $1,500 for each Board and committee meeting attended, together with reimbursement of expenses incurred as a result of attending such meetings, payable in cash.

Pursuant to State Street’s Deferred Compensation Plan for Directors, directors may elect to defer the receipt of 0% or 100% of their (1) retainers, (2) meeting fees, or (3) annual award of shares of common stock. Directors also may elect to receive all of their retainers in cash or shares of common stock. Directors who elect to defer the cash payment of their retainers or meeting fees may also make notional investment elections with respect to such deferrals, with a choice of four notional investment fund returns. Deferrals of shares of common stock are adjusted to reflect the hypothetical reinvestment in additional shares of common stock of any dividends or distributions on State Street common stock. Deferred amounts will be paid (a) as elected by the director, on either the date of the director’s termination of service on the Board or on the earlier of such termination and a future date specified, and (b) in the form elected by the director as either a lump sum or in installments over a two- to five-year period.

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Corporate Governance (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

Director Stock Ownership Guidelines

We have stock ownership guidelines that apply to all directors. The target level of stock ownership is equal to five times the annual equity grant of $140,000 for a total of $700,000. Achievement of this guideline is phased-in over a period of seven years, with the first year commencing on the date of election as director, for any director elected to the Board prior to May 2011. For directors elected to the board after May 2011, the phase-in period is five years. A holding requirement applies until the target ownership level, or pro-rated target ownership level (over the phase-in period), is achieved. For purposes of the director stock ownership guidelines, the value of shares owned is calculated by reference to the closing price of our common stock on the NYSE on the date that we use for the beneficial ownership table in our annual meeting proxy statement. Directors are credited with the value and number of all shares they beneficially own for purposes of the beneficial ownership table which includes all shares awarded as director compensation, whether immediate or deferred.

As of March 3, 2015, the stock ownership level for each of our directors either exceeded the expected level of ownership under these guidelines or, for those directors whose holdings do not currently meet the guidelines, is consistent with a pro-rated accumulation of shares which would, if continued, exceed the guidelines by the end of the applicable five- or seven-year phase-in period.

2014 Director Compensation



Name	Fees Earned or Paid in Cash ($)		Stock Awards⁽¹⁾ ($)		All Other Compensation⁽²⁾ ($)		Total ($)

(a)	(b)		(c)		(g)		(h)
José E. Almeida⁽³⁾	$	90,000	$	140,000	$	—	$	230,000
Kennett F. Burnes		18,000		305,000		30,860		353,860
Peter Coym⁽³⁾		136,000		140,000		—		276,000
Patrick de Saint-Aignan⁽³⁾		161,000		140,000		35,860		336,860
Amelia C. Fawcett⁽³⁾		142,000		140,000		13,896		295,896
William C. Freda⁽⁴⁾		31,250		58,333		—		89,583
Linda A. Hill⁽³⁾		108,000		140,000		—		248,000
Robert S. Kaplan		28,500		215,000		—		243,500
Richard P. Sergel⁽³⁾		163,500		140,000		42,546		346,046
Ronald L. Skates⁽³⁾		188,000		140,000		35,860		363,860
Gregory L. Summe		21,000		230,000		22,396		273,396
Thomas J. Wilson		40,500		225,000		—		265,500

(1)

For the May 2014-April 2015 Board year, each director (with the exception of Mr. Freda, who was elected to the Board in December 2014 (see note 4 below)) received 2,159 shares of common stock valued at $140,000 on the date of grant for the annual equity award; each director electing to receive the annual retainer in common stock also received 1,157 shares of common stock valued at $75,000 on the date of grant. Some directors elected to receive their additional committee chairman or member retainers in common stock in lieu of cash. All of these shares were valued based on the per-share closing price of our common stock on the NYSE on May 14, 2014 of $64.87. Stock awards to non-employee directors vest immediately, and there were no unvested non-employee director stock awards as of December 31, 2014.

(2)

Perquisites that Dame Amelia, Messrs. Burnes, de Saint-Aignan, Sergel, Skates, and Summe received in 2014 include: director life insurance coverage paid for by State Street ($396 for Dame Amelia and Mr. Summe, $556 for Mr. Sergel, and $860 for Messrs. Burnes, de Saint-Aignan, and Skates); matching charitable contributions that were made in the name of directors under State Street’s matching gift program available to all directors ($13,500 for Dame Amelia, $22,000 for Mr. Summe, $30,000 for Mr. Burnes, $35,000 for Messrs. de Saint-Aignan and Skates and $41,990 Mr. Sergel). The amount of perquisites and other personal benefits for Ms. Hill and Messrs. Almeida, Coym, Freda, Kaplan and Wilson has not been itemized because the total did not exceed $10,000.

(3)	Annual retainer was paid in cash.

(4)

Mr. Freda was elected to the Board in December 2014 and elected to receive his pro-rated annual retainer of $31,250 in cash. Mr. Freda also received a pro-rated annual equity grant of 746 shares of State Street common stock with a total value $58,333, based on the closing price of our common stock on the NYSE on December 11, 2014 of $78.20.

Related Person Transactions

The Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which State Street is a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or 5% shareholders (or their immediate family members), who we refer to as “related persons,” has a direct or indirect material interest.

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Corporate Governance (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

A related person proposing to enter into such a transaction, arrangement or relationship must report the proposed related-person transaction to State Street’s Chief Legal Officer. The policy calls for the proposed related-person transaction to be reviewed and, if deemed appropriate, approved by the Nominating and Corporate Governance Committee. Whenever practicable, the reporting, review and approval will occur prior to the transaction. If advance review is not practicable or was otherwise not obtained, the Committee will review, and, if deemed appropriate, may ratify the related-person transaction. The policy also permits the Chair of the Committee to review and, if deemed appropriate, approve proposed related-person transactions that arise between Committee meetings, in which case they will be reported to the full Committee at its next meeting. Any related-person transactions that are ongoing in nature will be reviewed annually.

A related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Nominating and Corporate Governance Committee (or the Committee Chair) after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the Committee (or the Committee Chair) will review and consider:

•

the related person’s interest in the related-person transaction

•

the approximate dollar value of the amount involved in the related-person transaction

•

the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss

•

whether the transaction was undertaken in the ordinary course of State Street’s business

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whether the transaction with the related person is on terms no less favorable to State Street than terms that could be reached with an unrelated third-party

•

the purpose, and the potential benefits to State Street, of the transaction

•

any other information regarding the related-person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction

The Nominating and Corporate Governance Committee may approve or ratify the related-person transaction only if the Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, State Street’s best interests. The Committee may, in its sole discretion, impose such conditions as it deems appropriate on State Street or the related person in connection with approval of the related-person transaction.

In addition to the transactions that are excluded by the instructions to the SEC’s related-person transaction disclosure rule, the Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related-person transactions for purposes of this policy:

•

interests arising solely from the related person’s position as an executive officer, employee or consultant of another entity (whether or not the person is also a director of such entity) that is a party to the transaction, where (1) the related person and his or her immediate family members do not receive any special benefits as a result of the transaction and (2) the annual amount involved in the transaction equals less than the greater of $1 million or 2% of the consolidated gross revenues of the other entity that is a party to the transaction during that entity’s last completed fiscal year or

•

a transaction that involves discretionary charitable contributions from State Street to a tax-exempt organization where a related person is a director, trustee, employee or executive officer, provided the related person and his or her immediate family members do not receive any special benefits as a result of the transaction, and further provided that, where a related person is an executive officer of the tax-exempt organization, the amount of the discretionary charitable contributions in any completed year in the last three fiscal years is not more than the greater of $1 million, or 2% of that organization’s consolidated gross revenues in the last completed fiscal year of that organization (in applying this test, State Street’s automatic matching of employee charitable contributions to a charitable organization will not be included in the amount of State Street’s discretionary contributions)

Based on information provided by the directors and executive officers, and obtained by the legal department, no related-person transactions were required to be reported in this proxy statement under applicable SEC regulations. In addition, neither State Street nor the Bank had extended a personal loan or extension of credit to any of its directors or executive officers.

STATE STREET CORPORATION 27

2015 NOTICE OF MEETING AND PROXY STATEMENT

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this compensation discussion and analysis, or CD&A, we describe our approach to executive compensation, including philosophy, design, process and risk alignment. We also describe 2014 compensation decisions for the following named executive officers, who we refer to as our NEOs.

•

Joseph L. Hooley — Chairman and Chief Executive Officer

•

Michael W. Bell — Executive Vice President and Chief Financial Officer

•

Michael F. Rogers — President and Chief Operating Officer

•

Joseph C. Antonellis — Vice Chairman and Head of Europe and Asia/Pacific Global Services

•

James S. Phalen — Vice Chairman and Head of the Office of Regulatory Initiatives

In this CD&A, references to the Compensation Committee, or to the Committee, are references to the Executive Compensation Committee of our Board of Directors.

CD&A Table of Contents


	Page
Executive Summary		28
Shareholder Outreach and “Say-on-Pay”		32
Compensation Committee Process Concerning Risk Alignment		32
Compensation Philosophy		33
Compensation Design Elements		34
2014 Compensation Decisions		35
Other Elements of Our Process		41
Other Elements of Compensation		43
Executive Equity Ownership Guidelines, Practices and Policies		45
Tax Deductibility of Executive Compensation		46

Executive Summary

This executive summary reviews the key factors involved in the decisions by our Compensation Committee regarding 2014 NEO compensation. These factors are further described, along with others, later in this CD&A.

2014 Corporate Performance Highlights

For 2014, State Street’s strategy focused primarily on four key themes: building on our strong core; pursuing new opportunities; achieving a digital enterprise; and maintaining our capital strength. We performed well relative to these goals. 2014 financial results reflect strength across our asset servicing and asset management businesses. However, the consistent low interest rate environment challenged net interest revenue. 2014 return on equity was 9.8%, somewhat lower than in 2013. In addition, we faced continuing pressure to address increasing regulatory requirements and expectations and related compliance costs during the year. Below are selected key indicators we use to monitor our performance that the Committee also considered in evaluating 2014 corporate performance for compensation purposes.

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Compensation Discussion and Analysis (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

Financial Performance Highlights

Consolidated Financial Performance


($ In millions, except per share data)	2014			2013			% Change
Revenue	$	10,295		$	9,884			4	%
Total fee revenue	$	8,031		$	7,590			6	%
Diluted earnings per share (EPS)	$	4.57		$	4.62			(1	)%
Return on average common equity (ROE)		9.8	%		10.5	%

Total Shareholder Return

•

State Street’s cumulative total shareholder return (TSR) for 2014 was 8.7%, coming off a strong 2013 with TSR of 58.6%. Our 2014 TSR compares to:

—

the S&P Financial Index at 15.2%

—

the median for our 12-firm compensation peer group¹ at 14.7%

•

State Street’s cumulative TSR for the three years ended December 31, 2014 was 105.5%, compared to:

—

the S&P Financial Index at 101.1%

—

the median for our 12-firm compensation peer group at 110.3%

Strategic Objectives Performance Highlights

Common Stock Dividends and Share Purchases

•

We declared total quarterly common stock dividends of $1.16 per share in 2014, or approximately $490 million, compared to total quarterly common stock dividends of $1.04 per share, or approximately $463 million, in 2013

•

We purchased approximately 23.8 million shares of our common stock in 2014 at a total cost of approximately $1.65 billion, compared to purchases of approximately 31.2 million shares at a total cost of approximately $2.04 billion in 2013

Business Operations and Information Technology Transformation Program²

•

We completed our business operations and information technology transformation program that we announced in late 2010, achieving, over the course of the program, greater than $625 million of total pre-tax savings on an annual basis

Asset Servicing and Asset Management Performance


($ In trillions, except where otherwise noted)	2014		2013		% Change
Assets under custody and administration⁽¹⁾	$	28.19	$	27.43		3	%
Assets under management⁽¹⁾		2.45		2.35		4	%
Core asset servicing and asset management fee revenue ($ in millions)		6,336		5,925		7	%

(1)	As of December 31, 2014.

¹	For more information on our compensation peer group, see below under the heading, “Other Elements of Our Process—Peer Group and Benchmarking.”

²	These pre-tax expense savings relate only to our business operations and information technology transformation program and are based on projected improvement from our total 2010 expenses from operations, all else being equal and with full effect in 2015.

STATE STREET CORPORATION 29


Compensation Discussion and Analysis (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT

Capital Levels³

Our regulatory capital levels remained well above current regulatory minimum requirements in 2014. As of December 31, 2014, State Street Corporation’s

—

Common equity tier 1 risk-based capital ratio was 12.5%

—

Tier 1 risk-based capital ratio was 14.6%

—

Total risk-based capital ratio was 16.6%

—

Tier 1 leverage ratio was 6.4%

CCAR Results

We completed the Federal Reserve’s March 2014 Comprehensive Capital Analysis and Review, or CCAR process, without Federal Reserve objection to our 2014 capital plan. Under Federal Reserve rules, we must submit an annual capital plan to the Federal Reserve, taking into account the results of separate stress tests designed by us and by the Federal Reserve.

State Street’s 2014 performance is reviewed in greater detail in our annual report on Form 10-K, accompanying this proxy statement and previously filed with the SEC.

2014 Corporate and Individual Performance Evaluations

For 2014, the Compensation Committee evaluated State Street’s overall corporate performance. This evaluation included a structured assessment of corporate performance summarizing financial, strategic objectives and risk management performance, the results of which are set forth below:


Corporate Performance Summary		2014 Committee Evaluation
Financial Performance		Met Expectations
Strategic Objectives Performance		Above Expectations
Risk Management Performance		Met Expectations
Overall Performance		Met Expectations

Although the performance summaries reflect corporate performance as being at or above expectations, the Committee concluded that the need to address increasing regulatory requirements and expectations and related compliance costs during the year was a counterbalancing factor that merited a reduction to the annual incentive for each NEO. For more information on our corporate performance assessments, see “2014 Compensation Decisions – Corporate Performance.” For information concerning how the Committee incorporated the individual performance of our NEOs into 2014 compensation decisions, see “2014 Compensation Decisions – Individual Compensation Decisions.”

The following table summarizes the Compensation Committee’s 2014 compensation decisions for our NEOs, consistent with how the Committee views total compensation. The Committee reached these compensation decisions following an assessment of several corporate, individual and other factors. For comparative purposes, the table also presents 2013 and 2012 compensation decisions for those individuals who were NEOs for those years. While the table below summarizes how the Committee views compensation, it is not a substitute for the tables and disclosures required by the SEC’s rules, which begin on page 50. An explanation of the differences between the Committee’s calculations of compensation and compensation calculated under the SEC’s rules can be found beginning on page 40. Further detail on how individual pay decisions were made and descriptions of the pay elements can be found following this executive summary.

³	All regulatory capital ratios were calculated in conformity with the “advanced approaches” provisions of the Basel III final rule issued by the Board of Governors of the Federal Reserve System, in July 2013.

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Compensation Discussion and Analysis (continued)		2015 NOTICE OF MEETING AND PROXY STATEMENT


					Incentive Compensation						Total Compensation
Named Executive Officer	Year		Base Salary Rate		Non-Deferred Cash		Deferred Cash		Equity		Total Compensation
Joseph L. Hooley		2014	$	1,000,000	$	1,250,000	$	1,250,000	$	10,000,000	$	13,500,000
		2013		1,000,000		1,575,000		2,925,000		10,000,000		15,500,000
		2012		1,000,000		1,100,000		0		9,900,000		12,000,000
Michael W. Bell		2014		800,000		546,750		920,750		4,000,000		6,267,500
		2013		800,000		975,000		975,000		5,000,000		7,750,000
Michael F. Rogers		2014		908,710		742,500		1,482,500		5,200,000		8,333,710
		2013		908,710		795,000		2,385,000		4,500,000		8,588,710
Joseph C. Antonellis		2014		800,000		647,500		1,327,500		4,500,000		7,275,000
		2013		800,000		625,000		1,875,000		4,500,000		7,800,000
		2012		800,000		550,000		0		4,950,000		6,300,000
James S. Phalen		2014		850,000		666,000		794,000		5,200,000		7,510,000
		2013		750,000		695,000		2,085,000		4,500,000		8,030,000
		2012		750,000		590,000		0		5,310,000		6,650,000

Sound Compensation and Corporate Governance Practices

Our executive compensation practices support good governance and mitigate excessive risk-taking.