01—Abstract
Summary
Summary of the 8-K filed November 22, 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 an amendment and restatement of its By-laws, approved by the Board of Directors on November 19, 2024.
The amendments address Rule 14a-19 under the Securities Exchange Act of 1934, commonly known as the Universal Proxy Rules, and set out procedural requirements for stockholders who intend to use them in proxy contests. The revised By-laws require nominating stockholders to state whether they intend to use the Universal Proxy Rules, and require stockholders relying on those rules to provide a written certification of compliance at least five business days before the applicable meeting. The By-laws also require stockholders to use a proxy card color other than white, which the filing states is reserved for the exclusive use of the Corporation, and give the Corporation a remedy if a stockholder fails to satisfy the Universal Proxy Rule requirements.
The filing does not disclose financial results or any financial figures. The complete amended By-laws are filed as Exhibit 3.1, and the filing also includes the cover page in Inline XBRL as Exhibit 104.
02—Key points
Key Highlights
- Board of Directors amended and restated the By-laws on November 19, 2024.
- Amendments address Rule 14a-19 (Universal Proxy Rules) under the Securities Exchange Act of 1934.
- Nominating stockholders must represent whether they intend to use the Universal Proxy Rules.
- Stockholders using the Universal Proxy Rules must provide written certification at least five business days before the applicable meeting.
- Stockholders must use a proxy card color other than white, which the filing states is reserved exclusively for the Corporation.
- The Corporation has a remedy if a stockholder fails to satisfy the Universal Proxy Rule requirements.
- Full amended By-laws are filed as Exhibit 3.1.
03—Questions
Frequently Asked Questions
Why did Northern Trust amend its By-laws?
The filing states the amendments address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, the Universal Proxy Rules, which govern how stockholders may solicit proxies in contested director elections.
What must stockholders do to use the Universal Proxy Rules under the amended By-laws?
Stockholders intending to use the Universal Proxy Rules must provide a written certification that they have satisfied the rule's requirements at least five business days before the applicable meeting. Nominating stockholders must also state whether they intend to use the rules.
Can stockholders use a white proxy card under the new By-laws?
No. The By-laws require stockholders to use a proxy card color other than white, which the filing says is reserved for the exclusive use of the Corporation.
What remedy does Northern Trust have if a stockholder does not comply?
The amended By-laws provide the Corporation a remedy if a stockholder fails to satisfy the requirements of the Universal Proxy Rules. The filing does not specify the remedy.
Does this filing report financial results?
No. This 8-K covers only the By-law amendments and the related exhibits, and it contains no financial statements or financial figures.
04—Continue