NTRS Northern Trust
Filed: 22 Apr 21, 5:13pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
|50 South LaSalle Street||60603|
|(Address of principal executive offices)|
Registrant’s telephone number, including area code (312) 630-6000
|☐||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 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|
Emerging growth company ☐
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.
|Linda Walker Bynoe||154,547,349||22,158,023||214,007||10,815,031|
|Dean M. Harrison||176,102,993||531,802||284,584||10,815,031|
|Jay L. Henderson||158,676,128||18,026,992||216,259||10,815,031|
|Marcy S. Klevorn||176,231,726||465,513||222,140||10,815,031|
|Siddharth N. (Bobby) Mehta||171,415,037||5,088,407||415,935||10,815,031|
|Michael G. O’Grady||169,102,412||7,455,826||361,141||10,815,031|
|Jose Luis Prado||173,862,902||2,841,838||214,639||10,815,031|
|Thomas E. Richards||170,808,442||5,890,246||220,691||10,815,031|
|Martin P. Slark||175,656,658||1,026,386||236,335||10,815,031|
|David H. B. Smith, Jr.||174,089,768||2,655,723||173,888||10,815,031|
|Charles A. Tribbett III||170,160,680||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.
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.
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, 2021||By:||/s/ Brad A. Kopetsky|
|Brad A. Kopetsky|
|Senior Vice President, Associate General Counsel and Corporate Secretary|