Monday, March 17, 2008

Happy Saint Patrick's Day! State Street Files Proxy Materials

Happy Saint Patrick's Day!

State Street filed its definitive proxy statement and form of proxy today.

More than a few noteworthy changes appear in this year's proxy materials; more on those changes in future blog entries.

For now, three items stand out:

* The Annual Meeting date has been moved: typically held the third Wednesday in April, this year it is being held on April 30th. What prompted the change?

* Patrick Jorstad, the shareholder who has repeatedly met with success on his prior proposals to bring about corporate governance reforms, has filed another one: this time, seeking to force fuller disclosure of non-audit fees paid to Ernst & Young in the past, while seeking to prohibit such fees in the future.

* Another proposal has been filed, seeking to require shareholder say on pay for key executives at State Street. Outlined under Other Matters, it is described as follows:

The Board of Directors does not know of any other matters that may be presented for action at the annual meeting, except that management has been informed that a shareholder intends to submit a proposal that would amend our by-laws to require that the annual compensation package of the Chairman of the Board, Chief Executive Officer, President, Treasurer, Secretary and any Vice Chairman of State Street be submitted to our shareholders for approval at each annual meeting and to prevent any enlargement of any such compensation without the affirmative approval vote of three-fifths of the shares outstanding. If this “floor” proposal is properly brought before the meeting, the persons named on the enclosed proxy intend to use their discretionary authority to vote against it.

Given the bloated pay packages being doled out to some of these executives, this last proposal may be a sleeper success in the making. (And with two extra weeks given to any solicitation-minded dissidents, there is even extra time to persuade voting shareholders.)

Happy Saint Patrick's Day, indeed!

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