Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)-(b) The 2023 annual meeting of stockholders (the "2023 Annual Meeting") ofNorthern Trust Corporation (the "Corporation") was held onApril 25, 2023 , inChicago, Illinois for the purposes of: (i) electing 12 directors to serve on the Board of Directors until the 2024 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2022 named executive officer compensation; (iii) holding an advisory vote on the frequency with which the Corporation should hold advisory votes on executive compensation; and (iv) ratifying the appointment ofKPMG LLP as the Corporation's independent registered public accounting firm for the 2023 fiscal year. Stockholders representing 191,748,710 shares, or 92.29% of the Corporation's common stock as of theFebruary 27, 2023 record date, voted in person or by proxy. Final voting results are as follows. Election of Directors
All 12 nominees for director named in the proxy statement for the 2023 Annual Meeting were elected by the votes set forth in the table below.
Nominee For Against Abstentions Broker Non-Votes Linda Walker Bynoe 156,541,385 24,586,980 533,922 10,086,423 Susan Crown 176,556,438 4,586,998 518,851 10,086,423 Dean M. Harrison 179,906,240 1,216,061 539,986 10,086,423 Jay L. Henderson 167,303,483 13,824,385 534,419 10,086,423 Marcy S. Klevorn 180,206,591 887,103 568,593 10,086,423 Siddharth N. (Bobby) Mehta 179,810,261 1,296,783 555,243 10,086,423 Michael G. O'Grady 173,854,185 7,245,646 562,456 10,086,423 Jose Luis Prado 174,828,667 6,254,441 579,179 10,086,423 Martin P. Slark 177,102,959 4,024,576 534,752 10,086,423 David H. B. Smith, Jr. 176,011,718 5,119,469 531,100 10,086,423 Donald Thompson 177,604,116 3,504,525 553,646 10,086,423 Charles A. Tribbett III 173,532,150 7,554,460 575,677 10,086,423
Approval of 2022 Named Executive Officer Compensation
The 2022 named executive officer compensation was approved, on an advisory basis, by the votes set forth in the table below.
For Against Abstentions Broker Non-Votes 175,807,644 5,495,682 358,961 10,086,423
Recommendation on Frequency of Advisory Votes on Executive Compensation
The Corporation's stockholders recommended that an advisory vote on executive compensation be held annually by the votes set forth in the table below.
1 Year 2 Years 3 Years Abstentions Broker Non-Votes 177,443,991 184,802 3,841,281 192,213 10,086,423
Ratification of Appointment of
The appointment ofKPMG LLP as the Corporation's independent registered public accounting firm for the 2023 fiscal year was ratified by the votes set forth in the table below. For Against Abstentions Broker Non-Votes 182,785,001 8,826,507 137,202 - (d) OnApril 25, 2023 , following the 2023 Annual Meeting, the Board agreed that an advisory vote on executive compensation would be held annually until the next required vote on the frequency of such votes.
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