NORTHERN TRUST CORPORATION (NASDAQ:NTRS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 12, 2017, the Board of Directors (the “Board”) of Northern Trust Corporation (the “Corporation”) amended and restated the Corporation’s By-laws (as so amended and restated, the “By-laws”) to allow eligible stockholders to include, along with the candidates nominated by the Board, their own nominees for election to the Board in the Corporation’s proxy materials for its annual meetings of stockholders (the “Proxy Access By-law”). The Proxy Access By-law permits any stockholder, or group of up to 20 stockholders, who has maintained continuous qualifying ownership of 3% or more of the Corporation’s outstanding common stock for at least the previous three years and owns such common stock through the date of the annual meeting, to include in the Corporation’s proxy materials such stockholder’s director nominees constituting up to the greater of two individuals or 20% of the total number of directors, provided that such stockholder and its nominees satisfy the requirements specified in the Proxy Access By-law. Proxy access will first be available to stockholders in connection with the Corporation’s 2019 annual meeting. The By-laws also include certain conforming modifications to the advance notice by-law provisions.
The preceding description is qualified in its entirety by reference to the By-laws, which are attached hereto as Exhibit 3.1, and are incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits:
3.1By-laws of Northern Trust Corporation, as amended through December 12, 2017
NORTHERN TRUST CORP ExhibitEX-3.1 2 dec122017amendedbylaws.htm EXHIBIT 3.1 Exhibit Exhibit 3.1By-lawsofNorthern Trust CorporationChicago,…To view the full exhibit click here
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.
