Northern Trust 8-K 2024-04-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 16, 2024

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

(a)-(b) The 2024 annual meeting of stockholders (the “2024 Annual Meeting”) of Northern Trust Corporation (the “Corporation”) was held on April 16, 2024, in Chicago, Illinois for the purposes of: (i) electing 11 directors to serve on the Board of Directors until the 2025 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2023 named executive officer compensation; and (iii) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2024 fiscal year. Stockholders representing 187,173,557 shares, or 91.74% of the Corporation’s common stock as of the February 26, 2024 record date, voted in person or by proxy. Final voting results are as follows.

Election of Directors

All 11 nominees for director named in the proxy statement for the 2024 Annual Meeting were elected by the votes set forth in the table below.

Approval of 2023 Named Executive Officer Compensation

The 2023 named executive officer compensation was approved, on an advisory basis, by the votes set forth in the table below

Ratification of Appointment of KPMG LLP

The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2024 fiscal year was ratified by the votes set forth in the table below.

Consideration of Stockholder Proposal to Ascertain Voting Preferences

The stockholder proposal to ascertain voting preferences was defeated by the votes set forth in the table below.

SIGNATURES

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.