Document


 
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 22, 2019

 
NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its charter)
 

Delaware
(State or other jurisdiction of incorporation)
 
 
 
001-36609
 
36-2723087
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
50 South LaSalle Street, Chicago, Illinois
 
60603
(Address of principal executive offices)
 
(Zip Code)

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))

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 2019 annual meeting of stockholders (the “2019 Annual Meeting”) of Northern Trust Corporation (the “Corporation”) was held on April 23, 2019, in Chicago, Illinois for the purposes of: (i) electing 13 directors to serve on the Board of Directors until the 2020 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2018 named executive officer compensation; (iii) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2019 fiscal year; (iv) considering a stockholder proposal regarding additional disclosure of political contributions; and (v) considering a stockholder proposal regarding the right of stockholders to call a special meeting of the stockholders. Stockholders representing 198,837,777 shares, or 91.00% of the Corporation’s common stock as of the February 25, 2019 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 2019 Annual Meeting were elected by the votes set forth in the table below.
Nominee
For

Against

Abstentions

Broker Non-Votes

Linda Walker Bynoe
179,276,231

5,541,073

129,462

13,891,011

Susan Crown
181,401,554

3,395,820

149,392

13,891,011

Dean M. Harrison
184,168,084

576,413

202,269

13,891,011

Jay L. Henderson
174,590,214

10,152,342

204,210

13,891,011

Marcy S. Klevorn
184,276,597

492,324

177,845

13,891,011

Siddharth N. (Bobby) Mehta
183,344,724

1,440,907

161,135

13,891,011

Michael G. O’Grady
181,409,328

3,266,418

271,020

13,891,011

Jose Luis Prado
183,611,110

1,184,717

150,939

13,891,011

Thomas E. Richards
184,175,462

576,909

194,395

13,891,011

Martin P. Slark
183,668,855

1,118,964

158,947

13,891,011

David H. B. Smith, Jr.
184,104,602

650,840

191,324

13,891,011

Donald Thompson
184,218,715

570,545

157,506

13,891,011

Charles A. Tribbett III
181,509,940

3,282,454

154,372

13,891,011


Approval of 2018 Named Executive Officer Compensation
The 2018 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

179,010,517

5,571,876

364,373

13,891,011


Ratification of Appointment of KPMG LLP
The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2019 fiscal year was ratified by the votes set forth in the table below.
For

Against

Abstentions

Broker Non-Votes

196,344,462

2,316,424

176,891

—


Consideration of Stockholder Proposal Regarding Additional Disclosure of Political Contributions

The stockholder proposal regarding additional disclosure of political contributions was defeated by the votes set forth in the table below.
For

Against

Abstentions

Broker Non-Votes

46,755,244

136,561,705

1,629,817

13,891,011






Consideration of Stockholder Proposal Regarding the Right of Stockholders to Call a Special Meeting of the Stockholders

The stockholder proposal regarding the right of stockholders to call a special meeting of the stockholders was defeated by the votes set forth in the table below.
For

Against

Abstentions

Broker Non-Votes

64,620,206

119,849,713

476,847

13,891,011



Item 8.01.
Other Events.
On April 22, 2019, the Corporation’s independent directors selected Jay L. Henderson to succeed John W. Rowe as the Corporation’s Lead Director following Mr. Rowe’s retirement from service as a director of the Corporation, effective upon the conclusion of Mr. Rowe’s term at the 2019 Annual Meeting.





SIGNATURE
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
 
 
 
(Registrant)
 
 
 
 
 
 
Date:
April 24, 2019
 
By:
 
/s/ Susan C. Levy
 
 
 
 
 
Susan C. Levy
 
 
 
 
 
Executive Vice President, General Counsel and Corporate Secretary