Business Context and Reporting Period
This Form 8-K reports on the 2026 Annual Meeting of Stockholders for NORTHERN TRUST CORPORATION, held on April 21, 2026. The filing details the outcomes of four key proposals submitted to security holders, including the election of directors, executive compensation approval, an employee stock purchase plan, and the ratification of the independent auditor.
Key Financial Metrics
This filing is a current report regarding corporate governance and voting results. It does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent Form 10-K or 10-Q for financial statements.
Material Changes and Voting Results
Stockholders representing 168,937,566 shares (91.15% of common stock as of the February 23, 2026 record date) participated in the vote. All four proposals were approved:
- Election of Directors: All 13 nominees were elected. While all received majority support, nominee Jay L. Henderson received the highest number of "Against" votes (25,905,084), followed by Charles A. Tribbett III (12,208,879) and Donald Thompson (10,081,480).
- Executive Compensation: The 2025 named executive officer compensation was approved on an advisory basis with 148,700,308 votes "For" and 9,443,599 "Against".
- Employee Stock Purchase Plan: The 2026 plan was approved with overwhelming support (158,350,319 "For" vs. 429,173 "Against").
- Auditor Ratification: KPMG LLP was ratified as the independent registered public accounting firm for the 2026 fiscal year with 160,991,571 "For" votes.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is strictly a disclosure of voting results.
Key Facts for Investor Verification
- Verify the specific reasons for the elevated "Against" votes for directors Jay L. Henderson, Charles A. Tribbett III, and Donald Thompson in the company's proxy statement or subsequent press releases.
- Confirm the effective date and specific terms of the newly approved 2026 Employee Stock Purchase Plan.
- Note that KPMG LLP has been retained as the auditor for the 2026 fiscal year.
- Recognize that this document contains no financial data; review the latest 10-K for fiscal year-end financial health.