NORTHERN TRUST CORPORATION (NASDAQ:NTRS) Files An 8-K Submission of Matters to a Vote of Security Holders

NORTHERN TRUST CORPORATION (NASDAQ:NTRS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.Submission of Matters to a Vote of Security Holders.

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The 2018 annual meeting of stockholders of Northern Trust Corporation (the “Corporation”) was held on April17, 2018 in Chicago, Illinois for the purposes of: (i)electing 13 directors to serve on the Board of Directors until the 2019 annual meeting or their successors are elected and qualified; (ii)approving, by an advisory vote, 2017 named executive officer compensation; (iii)ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2018 fiscal year; and (iv) considering a stockholder proposal regarding additional disclosure of political contributions. Stockholders representing 205,911,604 shares, or 91.28% of the Corporation’s common stock as of the February23, 2018 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 annual meeting were elected by the votes set forth in the table below.

Nominee

For

Against

Abstentions

Broker Non-Votes

Linda Walker Bynoe

188,719,257

3,377,291

697,211

13,117,845

Susan Crown

189,597,233

2,564,984

631,542

13,117,845

Dean M. Harrison

191,846,062

302,810

644,887

13,117,845

Jay L. Henderson

191,830,281

309,257

654,221

13,117,845

Michael G. O’Grady

191,612,588

589,439

591,732

13,117,845

Jose Luis Prado

191,668,773

477,396

647,590

13,117,845

Thomas E. Richards

191,721,340

431,685

640,734

13,117,845

John W. Rowe

188,345,762

3,800,624

647,373

13,117,845

Martin P. Slark

191,309,506

812,610

671,643

13,117,845

David H. B. Smith, Jr.

191,742,598

442,461

608,700

13,117,845

Donald Thompson

191,760,386

389,448

643,925

13,117,845

Charles A. Tribbett III

189,665,697

2,497,018

631,044

13,117,845

Frederick H. Waddell

189,037,091

3,121,741

634,927

13,117,845

Approval of 2017 Named Executive Officer Compensation

The 2017 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

187,318,298

4,987,488

487,973

13,117,845

Ratification of Appointment of KPMG LLP

The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2018 fiscal year was ratified by the votes set forth in the table below.

For

Against

Abstentions

Broker Non-Votes

202,685,711

2,229,367

996,526

Consideration of Stockholder Proposal

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

45,271,024

143,557,117

3,965,618

13,117,845


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.

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