NORTHERN TRUST CORP 8-K

What Happened

• Northern Trust Corporation held its 2026 Annual Meeting of Stockholders on April 21, 2026 and filed an 8‑K on April 22, 2026 reporting the results. Stockholders representing 168,937,566 shares (91.15% of common stock outstanding as of the Feb 23, 2026 record date) voted.
• All 13 director nominees were elected. Shareholders also approved, on an advisory basis, the 2025 named executive officer compensation; approved the Corporation’s 2026 Employee Stock Purchase Plan (ESPP); and ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal 2026.

Key Details

• Voting turnout: 168,937,566 votes cast, representing 91.15% of common shares outstanding (record date Feb 23, 2026).
• Directors: All 13 nominees elected. Example vote totals include Susan Crown (For 148,852,391; Against 9,958,176) and Jay L. Henderson (For 132,718,881; Against 25,905,084). Broker non‑votes: 10,028,450.
• Say‑on‑pay: 148,700,308 For, 9,443,599 Against, 765,209 Abstentions (advisory approval of 2025 NEO compensation).
• 2026 ESPP: Approved with 158,350,319 For, 429,173 Against, 129,624 Abstentions.
• Auditor ratification: KPMG LLP ratified as independent auditor for 2026 with 160,991,571 For and 7,843,560 Against.

Why It Matters

• Board continuity: Electing all 13 nominees maintains the current board composition and governance continuity, which can affect strategy and oversight.
• Shareholder endorsement: Approval of the advisory say‑on‑pay, the ESPP and auditor ratification signals shareholder support for executive compensation, employee equity participation, and audit continuity—factors investors watch for governance and operational stability.
• Practical impact: The ESPP approval enables broad employee equity participation under the new plan; ratifying KPMG confirms the firm that will audit Northern Trust’s 2026 financial statements.