Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnJuly 21, 2020 ,Northern Trust Corporation (the "Company") filed a Certificate of Elimination of Series C Non-Cumulative Perpetual Preferred Stock (the "Certificate of Elimination") with the Secretary of State of theState of Delaware (the "Secretary of State") to eliminate its Series C Non-Cumulative Perpetual Preferred Stock (the "Series C Preferred Stock"), whose outstanding shares the Company redeemed effectiveJanuary 1, 2020 , as previously disclosed. The filing of the Certificate of Elimination was authorized by the Board of Directors of the Company in accordance with the General Corporation Law of theState of Delaware . The Certificate of Elimination, effective upon filing, had the effect of eliminating from the Restated Certificate of Incorporation of the Company all matters set forth in the Certificate of Designation of the Series C Preferred Stock with respect to such series, which was previously filed by the Company with the Secretary of State onAugust 4, 2014 (the "Certificate of Designation"). Accordingly, the 16,000 shares of Series C Preferred Stock previously authorized for issuance under the Certificate of Designation resumed their status as authorized but unissued shares of preferred stock of the Company upon filing of the Certificate of Elimination.
A copy of the Certificate of Elimination is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 3.1 Certificat e of Elimination of Series C Non-Cumulative Perpetual Preferred
Stock ofNorthern Trust Corporation , datedJuly 21 ,
2020.
Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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