UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 15, 2014
Northern Trust Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 0-5965 | 36-2723087 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 50 South LaSalle Street, Chicago, Illinois | 60603 | |
| (Address of principal executive offices) | (Zip Code) |
(312) 630-6000
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2014 annual meeting of the stockholders of Northern Trust Corporation (the “Corporation”) was held on April 15, 2014 in Chicago, Illinois for the purposes of (i) electing 11 directors to serve on the Board of Directors until the 2015 annual meeting, (ii) holding an advisory vote on named executive officer 2013 compensation, (iii) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2014 fiscal year, and (iv) considering a stockholder proposal regarding additional disclosure of political and lobbying contributions.
Stockholders representing 215,544,687 shares, or 90.82% of the Corporation’s common stock as of the February 18, 2014 record date, voted in person or by proxy. Final voting results are shown below.
All 11 nominees for director named in the proxy statement for the annual meeting were elected by the votes set forth in the table below.
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Linda Walker Bynoe |
200,906,872 | 3,989,910 | 10,647,905 | |||||||||
| Nicholas D. Chabraja |
158,468,203 | 46,428,579 | 10,647,905 | |||||||||
| Susan Crown |
199,206,857 | 5,689,925 | 10,647,905 | |||||||||
| Dipak C. Jain |
199,419,280 | 5,477,502 | 10,647,905 | |||||||||
| Robert W. Lane |
202,041,033 | 2,855,749 | 10,647,905 | |||||||||
| Jose Luis Prado |
202,404,091 | 2,492,691 | 10,647,905 | |||||||||
| John W. Rowe |
198,351,074 | 6,545,708 | 10,647,905 | |||||||||
| Martin P. Slark |
200,744,049 | 4,152,733 | 10,647,905 | |||||||||
| David H.B. Smith, Jr. |
202,225,570 | 2,671,212 | 10,647,905 | |||||||||
| Charles A. Tribbett III |
202,142,462 | 2,754,320 | 10,647,905 | |||||||||
| Frederick H. Waddell |
196,520,335 | 8,376,447 | 10,647,905 | |||||||||
The named executive officer 2013 compensation was approved, on an advisory basis, by the votes set forth in the table below.
| For | Against | Abstentions | Broker Non-Votes |
|||||||||||||
| Advisory vote on named executive officer compensation |
175,704,064 | 26,326,319 | 2,866,399 | 10,647,905 | ||||||||||||
The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2014 fiscal year was ratified by the votes set forth in the table below.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| Ratification of the appointment of KPMG LLP |
211,817,963 | 3,239,957 | 486,767 | — | ||||||||||
The stockholder proposal regarding additional disclosure of political and lobbying contributions was defeated by the votes set forth in the table below.
| For | Against | Abstentions | Broker Non-Votes |
|||||||||||||
| Stockholder proposal |
53,628,430 | 130,163,308 | 21,105,044 | 10,647,905 | ||||||||||||
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.
| Northern Trust Corporation | ||||||
| Date: April 21, 2014 | By: | /s/ Stephanie S. Greisch | ||||
| Stephanie S. Greisch Corporate Secretary | ||||||