01—Abstract
Summary
Summary of the 8-K filed April 22, 2026. Cited figures are marked; the original filing is the authoritative source.
Northern Trust Corporation held its 2026 annual meeting of stockholders on April 21, 2026, with stockholders representing 168,937,566 shares, or 91.15%a of common stock as of the February 23, 2026 record date, voting in person or by proxy.
Stockholders elected all 13 director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified. The meeting also covered an advisory vote on 2025 named executive officer compensation, approval of the 2026 Employee Stock Purchase Plan, and ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2026. All four proposals were approved.
Several director nominees received notably higher opposition than others: Jay L. Henderson received 132,718,881 votes for and 25,905,084 against, the largest against count among the nominees, while Charles A. Tribbett III received 146,601,703 for and 12,208,879 against, and Donald Thompson and Susan Crown each received over 10 million against votes.
The advisory say-on-pay proposal received 148,700,308 for and 9,443,599 against. The Employee Stock Purchase Plan received 158,350,319 for and 429,173 against, and KPMG's ratification received 160,991,571 for and 7,843,560 against.
The filing contains no financial results, guidance, or transaction disclosures. Its only exhibit is the Inline XBRL cover page (Exhibit 104).
02—Key points
Key Highlights
- Stockholders representing 168,937,566 shares, or 91.15% of common stock as of the February 23, 2026 record date, participated in the April 21, 2026 annual meeting.
- All 13 director nominees were elected to serve until the 2027 annual meeting, including Susan Crown, Chandra Dhandapani, Dean M. Harrison, Jay L. Henderson, and others.
- Jay L. Henderson received 132,718,881 votes for and 25,905,084 votes against, the highest opposition vote among the director nominees.
- Stockholders approved the 2025 named executive officer compensation on an advisory basis with 148,700,308 votes for and 9,443,599 against.
- The 2026 Employee Stock Purchase Plan was approved with 158,350,319 votes for and 429,173 against.
- KPMG LLP was ratified as the independent registered public accounting firm for fiscal 2026 with 160,991,571 votes for and 7,843,560 against.
- Broker non-votes of 10,028,450 were recorded on the director election, say-on-pay, and stock purchase plan proposals.
03—Questions
Frequently Asked Questions
Did shareholders approve the director slate and executive pay proposals?
Yes. All 13 director nominees were elected, and the advisory vote on 2025 named executive officer compensation was approved with 148,700,308 votes for and 9,443,599 against, plus 765,209 abstentions and 10,028,450 broker non-votes.
Which director received the most opposition?
Jay L. Henderson received 25,905,084 votes against and 285,151 abstentions, compared with 132,718,881 votes for. Other nominees, such as Charles A. Tribbett III with 12,208,879 against and Donald Thompson with 10,081,480 against, also drew substantial opposition.
What was the level of stockholder participation at the meeting?
Stockholders representing 168,937,566 shares, or 91.15% of the common stock as of the February 23, 2026 record date, voted in person or by proxy at the April 21, 2026 meeting.
Was the KPMG auditor appointment approved?
Yes. The ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2026 was approved with 160,991,571 votes for, 7,843,560 against, and 102,435 abstentions.
Does this filing disclose financial results or other material transactions?
No. The filing reports only the results of the annual stockholder vote under Item 5.07 and includes an Inline XBRL cover page exhibit under Item 9.01.
04—Continue