NORTHERN TRUST CORPORATION (NASDAQ:NTRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At the 2017 annual meeting of stockholders (the 2017 Annual
Meeting) of Northern Trust Corporation (the Corporation) held on
April 25, 2017, the Corporations stockholders approved the
Northern Trust Corporation 2017 Long-Term Incentive Plan (the
2017 Plan), which previously had been approved by the
Corporations Board of Directors (the Board) subject to
stockholder approval. The following paragraphs provide a summary
of certain terms of the 2017 Plan.
Meeting) of Northern Trust Corporation (the Corporation) held on
April 25, 2017, the Corporations stockholders approved the
Northern Trust Corporation 2017 Long-Term Incentive Plan (the
2017 Plan), which previously had been approved by the
Corporations Board of Directors (the Board) subject to
stockholder approval. The following paragraphs provide a summary
of certain terms of the 2017 Plan.
The purposes of the 2017 Plan are to: (i) align the interests of
the Corporations stockholders and the recipients of awards under
the 2017 Plan by increasing the proprietary interest of such
recipients in the Corporations growth and success; (ii) advance
the interests of the Corporation by attracting and retaining
non-employee directors, officers, and other employees; (iii)
motivate such persons to act in the long-term best interests of
the Corporation and its stockholders; and (iv) further the
Corporations risk mitigation strategy by enabling the Corporation
to provide incentive compensation that appropriately balances
risk and reward.
the Corporations stockholders and the recipients of awards under
the 2017 Plan by increasing the proprietary interest of such
recipients in the Corporations growth and success; (ii) advance
the interests of the Corporation by attracting and retaining
non-employee directors, officers, and other employees; (iii)
motivate such persons to act in the long-term best interests of
the Corporation and its stockholders; and (iv) further the
Corporations risk mitigation strategy by enabling the Corporation
to provide incentive compensation that appropriately balances
risk and reward.
Under the 2017 Plan, the Corporation may grant: (i) nonqualified
stock options; (ii) incentive stock options (within the meaning
of Section 422 of the Internal Revenue Code); (iii) stock
appreciation rights (SARs); (iv) restricted stock, restricted
stock units, and other stock awards (Stock Awards); and (v)
performance awards. Subject to the terms and conditions of the
2017 Plan, the number of shares authorized for grants under the
2017 Plan is 20,000,000, reduced by the aggregate number of
shares which become subject to outstanding options, outstanding
free-standing SARs, outstanding Stock Awards, and outstanding
performance awards denominated in shares of common stock.
stock options; (ii) incentive stock options (within the meaning
of Section 422 of the Internal Revenue Code); (iii) stock
appreciation rights (SARs); (iv) restricted stock, restricted
stock units, and other stock awards (Stock Awards); and (v)
performance awards. Subject to the terms and conditions of the
2017 Plan, the number of shares authorized for grants under the
2017 Plan is 20,000,000, reduced by the aggregate number of
shares which become subject to outstanding options, outstanding
free-standing SARs, outstanding Stock Awards, and outstanding
performance awards denominated in shares of common stock.
The foregoing description of the 2017 Plan does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the 2017 Plan, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
complete and is qualified in its entirety by reference to the
complete text of the 2017 Plan, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year |
On April 25, 2017, the Board approved certain amendments to the
Corporations By-laws (the By-laws), effective immediately. The
following is a summary of the amendments:
Corporations By-laws (the By-laws), effective immediately. The
following is a summary of the amendments:
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Article IX, regarding the appointment of a Corporate Social
Responsibility Committee of the Board, was deleted in its entirety, as the primary duties, powers and responsibilities of the Corporate Social Responsibility Committee have been assumed by the Corporate Governance Committee of the Board. |
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Certain minor administrative or technical revisions were
incorporated throughout the By-laws, including, but not limited to, revisions related to the form of the Corporations stock certificates and seal, as well as the renumbering of all Articles and Sections subsequent to Article IX to reflect the revision noted above. |
The foregoing summary of the amendments to the By-laws does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the By-laws, as amended, which
are attached hereto as Exhibit 3.1 and incorporated herein by
reference.
purport to be complete and is qualified in its entirety by
reference to the complete text of the By-laws, as amended, which
are attached hereto as Exhibit 3.1 and incorporated herein by
reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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(a)-(b)>>The 2017 Annual Meeting was held on April 25,
2017, in Chicago, Illinois for the purposes of: (i) electing 13
directors to serve on the Board until the 2018 annual meeting or
their successors are elected and qualified; (ii) approving, by an
advisory vote, 2016 named executive officer compensation; (iii)
holding an advisory vote on the frequency with which the
Corporation should hold advisory votes on executive compensation;
(iv) approving the 2017 Plan; and (iv) ratifying the appointment
of KPMG LLP as the Corporations independent registered public
accounting firm for the 2017 fiscal year. Stockholders
representing 213,013,547 shares, or 92.82% of the Corporations
common stock as of the February 27, 2017, record date, voted in
person or by proxy. Final voting results are as follows.
2017, in Chicago, Illinois for the purposes of: (i) electing 13
directors to serve on the Board until the 2018 annual meeting or
their successors are elected and qualified; (ii) approving, by an
advisory vote, 2016 named executive officer compensation; (iii)
holding an advisory vote on the frequency with which the
Corporation should hold advisory votes on executive compensation;
(iv) approving the 2017 Plan; and (iv) ratifying the appointment
of KPMG LLP as the Corporations independent registered public
accounting firm for the 2017 fiscal year. Stockholders
representing 213,013,547 shares, or 92.82% of the Corporations
common stock as of the February 27, 2017, 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
2017 Annual Meeting were elected by the votes set forth in the
table below.
2017 Annual Meeting were elected by the votes set forth in the
table below.
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Nominee
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For
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Against
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Abstentions
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Broker Non-Votes
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||||
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Linda Walker Bynoe
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195,707,276
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3,510,649
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201,601
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13,594,021
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Susan Crown
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197,244,111
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1,961,410
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214,005
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13,594,021
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Dean M. Harrison
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198,660,660
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491,387
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267,479
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13,594,021
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Jay L. Henderson
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198,728,931
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416,282
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274,313
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13,594,021
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Michael G. OGrady
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196,949,631
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2,225,794
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244,101
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13,594,021
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Jose Luis Prado
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198,639,363
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467,560
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312,603
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13,594,021
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Thomas E. Richards
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198,519,003
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649,068
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251,455
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13,594,021
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John W. Rowe
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195,011,208
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4,196,237
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212,081
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13,594,021
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Martin P. Slark
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197,910,732
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1,216,404
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292,390
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13,594,021
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David H. B. Smith, Jr.
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198,647,002
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564,234
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208,290
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13,594,021
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Donald Thompson
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198,588,467
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586,641
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244,418
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13,594,021
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Charles A. Tribbett III
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197,215,820
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1,931,031
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272,675
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13,594,021
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Frederick H. Waddell
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197,131,184
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1,780,885
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507,457
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13,594,021
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Approval of 2016 Named Executive Officer Compensation
The 2016 named executive officer compensation was approved, on an
advisory basis, by the votes set forth in the table below.
advisory basis, by the votes set forth in the table below.
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For
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Against
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Abstentions
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Broker Non-Votes
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194,608,563
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4,102,596
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708,367
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13,594,021
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Recommendation on Frequency of Advisory Votes on Executive
Compensation
Compensation
The Corporations stockholders recommended that an advisory vote
on executive compensation be held annually by the votes set forth
in the table below.
on executive compensation be held annually by the votes set forth
in the table below.
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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|||||
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180,548,191
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416,341
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15,784,475
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2,670,519
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13,594,021
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Approval of 2017 Plan
The 2017 Plan was approved by the votes set forth in the table
below.
below.
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For
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Against
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Abstentions
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Broker Non-Votes
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182,242,296
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16,681,253
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495,977
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13,594,021
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Ratification of Appointment of KPMG LLP
The appointment of KPMG LLP as the Corporations independent
registered public accounting firm for the 2017 fiscal year was
ratified by the votes set forth in the table below.
registered public accounting firm for the 2017 fiscal year was
ratified by the votes set forth in the table below.
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For
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Against
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Abstentions
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Broker Non-Votes
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210,346,077
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2,374,858
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292,612
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(d)>>On April 25, 2017, following the 2017 Annual Meeting,
the Board agreed that an advisory vote on executive compensation
would be held annually until the next required vote on the
frequency of such votes.
the Board agreed that an advisory vote on executive compensation
would be held annually until the next required vote on the
frequency of such votes.
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Item 9.01.
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Financial Statements and Exhibits
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Exhibits.
3.1 By-laws of Northern Trust Corporation, as amended through
April 25, 2017
April 25, 2017
10.1 Northern Trust Corporation 2017 Long-Term Incentive Plan
About NORTHERN TRUST CORPORATION (NASDAQ:NTRS)
Northern Trust Corporation is a financial holding company. The Company provides asset servicing, fund administration, asset management, fiduciary and banking solutions for corporations, institutions, families and individuals around the world. The Company’s segments include Corporate & Institutional Services (C&IS), Wealth Management, and Treasury and Other. The Company conducts its business through various the United States and non-United States subsidiaries, including The Northern Trust Company (Bank). The Company has a network of offices in over 20 states in the United States, Washington, District of Columbia (D.C), and approximately 20 international locations in Canada, Europe, the Middle East and the Asia-Pacific region. Asset Management, through the Company’s subsidiaries, supports the C&IS and Wealth Management segments by providing a range of asset management and related services, and other products to customers around the world. NORTHERN TRUST CORPORATION (NASDAQ:NTRS) Recent Trading Information
NORTHERN TRUST CORPORATION (NASDAQ:NTRS) closed its last trading session up +1.10 at 91.68 with 2,062,476 shares trading hands.
