Northern Trust Corporation

04/22/2021 | Press release | Distributed by Public on 04/22/2021 15:14

Current Report (SEC Filing - 8-K)

ntrs-20210420

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-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)
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.

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.

Nominee For Against Abstentions Broker Non-Votes
Linda Walker Bynoe 154,547,349 22,158,023 214,007 10,815,031
Susan Crown 170,661,205 6,040,516 217,658 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
Donald Thompson 175,468,988 1,226,472 223,919 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.
For Against Abstentions Broker 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.
For Against Abstentions Broker 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, 2021 By: /s/ Brad A. Kopetsky
Brad A. Kopetsky
Senior Vice President, Associate General Counsel and Corporate Secretary