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