01—Abstract
Summary
Summary of the 8-K filed April 19, 2024. Cited figures are marked; the original filing is the authoritative source.
Northern Trust Corporation filed this Current Report on Form 8-K to disclose the voting results of its 2024 annual meeting of stockholders, held April 16, 2024, in Chicago, Illinois.
Stockholders representing 187,173,557 shares, or 91.74%a of common stock as of the February 26, 2024 record date, voted in person or by proxy. The meeting covered three proposals: the election of 11 directors, an advisory vote on 2023 named executive officer compensation, and ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2024. All 11 director nominees were elected to serve until the 2025 annual meeting or until their successors are elected and qualified.
The advisory vote approving 2023 named executive officer compensation passed, with 166,292,990 votes for and 9,010,669 against. The appointment of KPMG LLP for 2024 was ratified with 180,888,622 votes for and 6,170,375 against.
Stockholders also considered a stockholder proposal to ascertain voting preferences, which was defeated with 10,383,014 votes for, 162,062,870 against, and 3,240,091 abstentions. Broker non-votes totaled 11,487,582 on the director elections and the compensation vote, and the filing reports no broker non-votes on the KPMG ratification.
02—Key points
Key Highlights
- The 2024 annual meeting was held April 16, 2024, in Chicago, Illinois, with holders of 187,173,557 shares (91.74% of common stock as of the February 26, 2024 record date) voting.
- All 11 director nominees were elected to serve until the 2025 annual meeting or until their successors are elected and qualified.
- Linda Walker Bynoe received 153,101,508 votes for and 22,299,035 against, the lowest for-vote count among the nominees, while Charles A. Tribbett III received 163,617,118 for and 11,848,978 against.
- Stockholders approved, on an advisory basis, 2023 named executive officer compensation with 166,292,990 votes for, 9,010,669 against, and 382,316 abstentions.
- KPMG LLP was ratified as the independent registered public accounting firm for fiscal 2024 with 180,888,622 votes for, 6,170,375 against, and 114,560 abstentions.
- A stockholder proposal to ascertain voting preferences was defeated, with 10,383,014 votes for, 162,062,870 against, and 3,240,091 abstentions.
- Broker non-votes totaled 11,487,582 on each director nominee and on the named executive officer compensation proposal.
03—Questions
Frequently Asked Questions
Who was elected to the Northern Trust Board of Directors at the 2024 annual meeting?
All 11 nominees named in the proxy statement were elected to serve on the Board of Directors until the 2025 annual meeting or until their successors are elected and qualified. The nominees are Linda Walker Bynoe, Susan Crown, Dean M. Harrison, Jay L. Henderson, Marcy S. Klevorn, Siddharth N. (Bobby) Mehta, Michael G. O'Grady, Martin P. Slark, David H. B. Smith, Jr., Donald Thompson, and Charles A. Tribbett III.
Did stockholders approve executive compensation for 2023?
Yes. The advisory vote on 2023 named executive officer compensation passed with 166,292,990 votes for, 9,010,669 against, 382,316 abstentions, and 11,487,582 broker non-votes.
Was the independent auditor appointment approved?
Yes. Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the 2024 fiscal year, with 180,888,622 votes for, 6,170,375 against, and 114,560 abstentions.
What happened to the stockholder proposal on voting preferences?
The stockholder proposal to ascertain voting preferences was defeated. It received 10,383,014 votes for, 162,062,870 against, 3,240,091 abstentions, and 11,487,582 broker non-votes.
Which director nominee had the most votes against him or her?
Linda Walker Bynoe received the most votes against, with 22,299,035 against and 153,101,508 for, followed by Jay L. Henderson with 17,674,473 against and 157,784,189 for. Each nominee was still elected.
04—Continue