01—Abstract
Summary
Summary of the 8-K filed April 23, 2025. Cited figures are marked; the original filing is the authoritative source.
Northern Trust Corporation filed a Form 8-K reporting two matters from its April 22, 2025 Board and annual stockholder meeting.
First, the Board approved amendments to the By-laws to reflect the formation of a Technology and Operations Committee, the dissolution of the Capital Governance Committee, and the renaming of the Business Risk Committee to the Risk Committee. The amended By-laws are attached as Exhibit 3.1. Second, at the 2025 Annual Meeting held in Chicago, Illinois, stockholders representing 179,564,369 shares, or 92.09%a of common stock as of the February 24, 2025 record date, participated.
All 13 director nominees were elected to serve until the 2026 annual meeting. Stockholders also approved, on an advisory basis, 2024 named executive officer compensation, and ratified KPMG LLP as the independent registered public accounting firm for fiscal 2025. Votes against were notable for some directors, including Susan Crown with 21,853,148 votes against and Jay L.
Henderson with 20,920,883 votes against, along with Charles A. Tribbett III with 20,759,994 votes against.
For investors, the filing shows routine governance actions: board committee restructuring and a shareholder vote that confirmed the full slate of directors, approved executive pay, and ratified the auditor. The filing does not contain financial results or operating metrics.
02—Key points
Key Highlights
- Board approved By-law amendments on April 22, 2025, forming a Technology and Operations Committee, dissolving the Capital Governance Committee, and renaming the Business Risk Committee to the Risk Committee.
- Stockholders representing 179,564,369 shares, or 92.09% of common stock as of the February 24, 2025 record date, participated in the 2025 Annual Meeting.
- All 13 director nominees were elected to serve until the 2026 annual meeting or until successors are elected and qualified.
- Stockholders approved 2024 named executive officer compensation on an advisory basis, with 160,197,683 votes for and 6,880,154 against.
- Stockholders ratified KPMG LLP as the independent registered public accounting firm for fiscal 2025, with 170,077,543 votes for and 7,649,213 against.
- Several directors received notably higher opposition, including Susan Crown with 21,853,148 votes against and Jay L. Henderson with 20,920,883 votes against.
03—Questions
Frequently Asked Questions
What changes were made to Northern Trust's By-laws?
The Board approved amendments on April 22, 2025 to reflect the formation of a Technology and Operations Committee, the dissolution of the Capital Governance Committee, and the renaming of the Business Risk Committee to the Risk Committee. The full amended By-laws are filed as Exhibit 3.1.
Were all director nominees elected at the 2025 Annual Meeting?
Yes. All 13 nominees named in the proxy statement were elected to serve on the Board until the 2026 annual meeting or until their successors are elected and qualified.
How did stockholders vote on executive compensation?
Stockholders approved 2024 named executive officer compensation on an advisory basis, with 160,197,683 votes for, 6,880,154 against, 2,643,418 abstentions, and 9,843,114 broker non-votes.
Which auditor did stockholders ratify for 2025?
Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the 2025 fiscal year, with 170,077,543 votes for, 7,649,213 against, and 1,837,613 abstentions.
Did any directors receive substantial opposition?
Some did. Susan Crown received 21,853,148 votes against, Jay L. Henderson received 20,920,883 votes against, and Charles A. Tribbett III received 20,759,994 votes against. All of these nominees were still elected.
04—Continue