Northern Trust Corporation

04/19/2024 | Press release | Distributed by Public on 04/19/2024 14:31

Submission of Matters to a Vote of Security Holders - Form 8-K

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