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NTRS Northern Trust

Filed: 22 Apr 21, 5:13pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 20, 2021

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)
Delaware001-36609 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 classTrading SymbolName of each exchange on which registered
Common Stock, $1.66 2/3 Par ValueNTRSThe NASDAQ Stock Market LLC
Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock
NTRSOThe 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.

The 2021 annual meeting of stockholders (the “2021 Annual Meeting”) of Northern Trust Corporation (the “Corporation”) was held on April 20, 2021 for the purposes of: (i) electing 13 directors to serve on the Board of Directors until the 2022 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2020 named executive officer compensation; and (iii) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2021 fiscal year. Stockholders representing 187,734,410 shares, or 90.29% of the Corporation’s common stock as of the February 22, 2021 record date, voted in person or by proxy. Final voting results are as follows.
Election of Directors
All 13 nominees for director named in the proxy statement for the 2021 Annual Meeting were elected by the votes set forth in the table below.

NomineeForAgainstAbstentionsBroker Non-Votes
Linda Walker Bynoe154,547,349 22,158,023 214,007 10,815,031 
Susan Crown170,661,205 6,040,516 217,658 10,815,031 
Dean M. Harrison176,102,993 531,802 284,584 10,815,031 
Jay L. Henderson158,676,128 18,026,992 216,259 10,815,031 
Marcy S. Klevorn176,231,726 465,513 222,140 10,815,031 
Siddharth N. (Bobby) Mehta171,415,037 5,088,407 415,935 10,815,031 
Michael G. O’Grady169,102,412 7,455,826 361,141 10,815,031 
Jose Luis Prado173,862,902 2,841,838 214,639 10,815,031 
Thomas E. Richards170,808,442 5,890,246 220,691 10,815,031 
Martin P. Slark175,656,658 1,026,386 236,335 10,815,031 
David H. B. Smith, Jr.174,089,768 2,655,723 173,888 10,815,031 
Donald Thompson175,468,988 1,226,472 223,919 10,815,031 
Charles A. Tribbett III170,160,680 6,536,227 222,472 10,815,031 

Approval of 2020 Named Executive Officer Compensation
The 2020 named executive officer compensation was approved, on an advisory basis, by the votes set forth in the table below.
ForAgainstAbstentionsBroker Non-Votes
167,662,192 8,954,856 302,331 10,815,031 

Ratification of Appointment of KPMG LLP
The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2021 fiscal year was ratified by the votes set forth in the table below.
ForAgainstAbstentionsBroker Non-Votes
182,743,476 4,885,985 104,949 — 






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
Dated:April 22, 2021By:/s/ Brad A. Kopetsky
Brad A. Kopetsky
Senior Vice President, Associate General Counsel and Corporate Secretary