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Northern Trust (NASDAQ: NTRS) investors approve directors, pay and 2026 plan

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Northern Trust Corporation reported results from its 2026 annual meeting of stockholders held on April 21, 2026. Stockholders representing 168,937,566 shares, or 91.15% of common stock as of the February 23, 2026 record date, were present in person or by proxy.

All 13 director nominees were elected, each receiving significantly more votes "for" than "against". Stockholders also approved, on an advisory basis, 2025 named executive officer compensation. In addition, they approved the Corporation’s 2026 Employee Stock Purchase Plan and ratified the appointment of KPMG LLP as independent registered public accounting firm for the 2026 fiscal year.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented 168,937,566 shares Common stock represented at 2026 annual meeting
Participation rate 91.15% Percent of common stock represented as of February 23, 2026 record date
Say-on-pay support 148,700,308 votes for 2025 named executive officer compensation advisory vote
ESPP approval votes 158,350,319 votes for Approval of 2026 Employee Stock Purchase Plan
Auditor ratification votes 160,991,571 votes for Ratification of KPMG LLP for 2026 fiscal year
Broker non-votes on pay 10,028,450 Broker non-votes on 2025 named executive officer compensation proposal
Broker Non-Votes financial
"Broker Non-Votes 148,700,308 | 9,443,599 | 765,209 | 10,028,450"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
named executive officer compensation financial
"approving, by an advisory vote, 2025 named executive officer compensation"
Employee Stock Purchase Plan financial
"approving the Corporation’s 2026 Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
independent registered public accounting firm financial
"ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote financial
"approving, by an advisory vote, 2025 named executive officer compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Understanding 8-K Material Events →
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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 21, 2026

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)
Delaware001-36609 36-2723087
(State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)
50 South LaSalle Street 60603
Chicago,Illinois(Zip Code)
(Address of principal executive offices) 
Registrant’s telephone number, including area code (312) 630-6000

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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $1.66 2/3 Par ValueNTRSThe NASDAQ Stock Market LLC
Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock
NTRSOThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07.    Submission of Matters to a Vote of Security Holders.
(a)-(b) The 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of Northern Trust Corporation (the “Corporation”) was held on April 21, 2026, for the purposes of: (i) electing 13 directors to serve on the Board of Directors until the 2027 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2025 named executive officer compensation; (iii) approving the Corporation’s 2026 Employee Stock Purchase Plan; and (iv) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2026 fiscal year. Stockholders representing 168,937,566 shares, or 91.15% of the Corporation’s common stock as of the February 23, 2026 record date, voted in person or by proxy. Final voting results are as follows.

Election of Directors
All 13 nominees for director named in the proxy statement for the 2026 Annual Meeting were elected by the votes set forth in the table below.
NomineeForAgainstAbstentionsBroker Non-Votes
Susan Crown148,852,391 9,958,176 98,549 10,028,450 
Chandra Dhandapani158,174,058 647,610 87,448 10,028,450 
Dean M. Harrison155,971,712 2,820,402 117,002 10,028,450 
Jay L. Henderson132,718,881 25,905,084 285,151 10,028,450 
Marcy S. Klevorn158,187,339 624,118 97,659 10,028,450 
Siddharth N. (Bobby) Mehta157,913,916 900,859 94,341 10,028,450 
Robert E. Moritz157,144,251 1,632,574 132,291 10,028,450 
Michael G. O’Grady151,778,764 6,585,340 545,012 10,028,450 
Richard M. Petrino157,897,713 896,147 115,256 10,028,450 
Martin P. Slark153,345,708 5,456,850 106,558 10,028,450 
David H. B. Smith, Jr.152,655,306 6,175,312 78,498 10,028,450 
Donald Thompson148,736,603 10,081,480 91,033 10,028,450 
Charles A. Tribbett III146,601,703 12,208,879 98,534 10,028,450 

Approval of 2025 Named Executive Officer Compensation
The 2025 named executive officer compensation was approved, on an advisory basis, by the votes set forth in the table below.
ForAgainstAbstentionsBroker Non-Votes
148,700,308 9,443,599 765,209 10,028,450 

Approval of the Corporation’s 2026 Employee Stock Purchase Plan
The Corporation’s 2026 Employee Stock Purchase Plan was approved, by the votes set forth in the table below.
ForAgainstAbstentionsBroker Non-Votes
158,350,319 429,173 129,624 10,028,450 

Ratification of Appointment of KPMG LLP
The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2026 fiscal year was ratified by the votes set forth in the table below.
ForAgainstAbstentionsBroker Non-Votes
160,991,571 7,843,560 102,435 — 




Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit NumberDescription
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


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 22, 2026By:/s/ Nicole V. Gersch
Nicole V. Gersch
Senior Vice President, Deputy General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What was the main purpose of Northern Trust (NTRS) 2026 annual meeting?

The meeting aimed to elect 13 directors, approve 2025 named executive officer compensation, approve the 2026 Employee Stock Purchase Plan, and ratify KPMG LLP as independent registered public accounting firm for the 2026 fiscal year, based on stockholder votes.

How many Northern Trust (NTRS) shares were represented at the 2026 annual meeting?

Stockholders representing 168,937,566 shares were present in person or by proxy. This equaled 91.15% of Northern Trust’s common stock outstanding as of the February 23, 2026 record date, indicating strong participation in the annual meeting’s voting process.

Did Northern Trust (NTRS) stockholders approve 2025 named executive officer compensation?

Yes. 2025 named executive officer compensation was approved on an advisory basis, receiving 148,700,308 votes for, 9,443,599 votes against, and 765,209 abstentions, with 10,028,450 broker non-votes recorded, reflecting broad support among voting stockholders.

Was Northern Trust (NTRS) 2026 Employee Stock Purchase Plan approved by stockholders?

Yes. The 2026 Employee Stock Purchase Plan received 158,350,319 votes for, 429,173 votes against, and 129,624 abstentions, with 10,028,450 broker non-votes. These results show that stockholders authorized the plan for employee stock purchases in 2026.

Did Northern Trust (NTRS) ratify KPMG LLP as its 2026 auditor?

Yes. Stockholders ratified the appointment of KPMG LLP as independent registered public accounting firm for the 2026 fiscal year, with 160,991,571 votes for, 7,843,560 votes against, and 102,435 abstentions, and no broker non-votes reported on this proposal.

Were all Northern Trust (NTRS) director nominees elected at the 2026 annual meeting?

All 13 nominees listed in the proxy statement were elected. Each director, including Susan Crown, Michael G. O’Grady, and Charles A. Tribbett III, received more votes for than against, alongside a consistent level of broker non-votes across nominees.

Filing Exhibits & Attachments

4 documents

Other Documents