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
|