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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 16, 2024
NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | |
| Delaware | | 001-36609 | | 36-2723087 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
| 50 South LaSalle Street | | | | 60603 |
| Chicago, | Illinois | | | | (Zip Code) |
| (Address of principal executive offices) | | | | |
Registrant’s telephone number, including area code (312) 630-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $1.66 2/3 Par Value | NTRS | The NASDAQ Stock Market LLC |
Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock
| NTRSO | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)-(b) The 2024 annual meeting of stockholders (the “2024 Annual Meeting”) of Northern Trust Corporation (the “Corporation”) was held on April 16, 2024, in Chicago, Illinois for the purposes of: (i) electing 11 directors to serve on the Board of Directors until the 2025 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2023 named executive officer compensation; and (iii) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2024 fiscal year. Stockholders representing 187,173,557 shares, or 91.74% of the Corporation’s common stock as of the February 26, 2024 record date, voted in person or by proxy. Final voting results are as follows.
Election of Directors
All 11 nominees for director named in the proxy statement for the 2024 Annual Meeting were elected by the votes set forth in the table below.
| | | | | | | | | | | | | | |
| Nominee | For | Against | Abstentions | Broker Non-Votes |
| Linda Walker Bynoe | 153,101,508 | | 22,299,035 | | 285,432 | | 11,487,582 | |
| Susan Crown | 168,246,260 | | 7,224,713 | | 215,002 | | 11,487,582 | |
| Dean M. Harrison | 172,794,918 | | 2,663,433 | | 227,624 | | 11,487,582 | |
| Jay L. Henderson | 157,784,189 | | 17,674,473 | | 227,313 | | 11,487,582 | |
| Marcy S. Klevorn | 173,064,889 | | 2,359,525 | | 261,561 | | 11,487,582 | |
| Siddharth N. (Bobby) Mehta | 172,786,374 | | 2,618,684 | | 280,917 | | 11,487,582 | |
| Michael G. O’Grady | 165,992,383 | | 8,786,933 | | 906,659 | | 11,487,582 | |
| Martin P. Slark | 169,077,611 | | 6,390,858 | | 217,506 | | 11,487,582 | |
| David H. B. Smith, Jr. | 169,019,096 | | 6,454,519 | | 212,360 | | 11,487,582 | |
| Donald Thompson | 170,951,297 | | 4,463,967 | | 270,711 | | 11,487,582 | |
| Charles A. Tribbett III | 163,617,118 | | 11,848,978 | | 219,879 | | 11,487,582 | |
Approval of 2023 Named Executive Officer Compensation
The 2023 named executive officer compensation was approved, on an advisory basis, by the votes set forth in the table below
| | | | | | | | | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 166,292,990 | | 9,010,669 | | 382,316 | | 11,487,582 | |
Ratification of Appointment of KPMG LLP
The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2024 fiscal year was ratified by the votes set forth in the table below.
| | | | | | | | | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 180,888,622 | | 6,170,375 | | 114,560 | | — | |
Consideration of Stockholder Proposal to Ascertain Voting Preferences
The stockholder proposal to ascertain voting preferences was defeated by the votes set forth in the table below.
| | | | | | | | | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 10,383,014 | | 162,062,870 | | 3,240,091 | | 11,487,582 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | | | | |
| | | |
| | | NORTHERN TRUST CORPORATION |
| | | | | |
| Date: | April 19, 2024 | | By: | | /s/ Brad A. Kopetsky |
| | | | | Brad A. Kopetsky |
| | | | | Executive Vice President, Deputy General Counsel and Corporate Secretary |