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 16, 2013

 

 

Northern Trust Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware		0-5965		36-2723087
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

50 South LaSalle Street, Chicago, Illinois		60603
(Address of principal executive offices)		(Zip Code)

(312) 630-6000

(Registrant’s telephone number, including area code)

 

 

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))

 

 

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

The annual meeting of the stockholders of the Corporation was held on April 16, 2013 for the purposes of (i) electing 12 directors to hold office until the next annual meeting of stockholders, (ii) holding an advisory vote on executive compensation, (iii) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2013 fiscal year and (iv) holding a vote on one stockholder proposal.

All of management’s nominees for director as named in the proxy statement for the meeting were elected by the votes set forth in the table below.

 

		FOR				WITHHELD				BROKER NON-VOTES
Election of Directors
Linda Walker Bynoe			198,280,098				3,134,579				11,365,082
Nicholas D. Chabraja			154,877,019				46,537,658				11,365,082
Susan Crown			194,977,588				6,437,089				11,365,082
Dipak C. Jain			196,580,234				4,834,443				11,365,082
Robert W. Lane			199,714,150				1,700,527				11,365,082
Edward J. Mooney			194,607,716				6,806,961				11,365,082
Jose Luis Prado			200,051,996				1,362,681				11,365,082
John W. Rowe			193,936,804				7,477,873				11,365,082
Martin P. Slark			197,418,833				3,995,844				11,365,082
David H.B. Smith, Jr.			199,900,172				1,514,505				11,365,082
Charles A. Tribbett III			199,918,543				1,496,134				11,365,082
Frederick H. Waddell			191,951,345				9,463,332				11,365,082

The Corporation’s executive compensation was approved, on advisory basis, by the votes set forth in the table below.

 

		FOR				AGAINST				ABSTENTIONS				BROKER NON-VOTE
Advisory vote on executive compensation			173,382,924				25,169,359				2,862,394				11,365,082

The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2013 fiscal year was ratified by the votes set forth in the table below.

 

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTE

Ratification of independent registered accounting firm

210,001,899

2,233,073

544,787

N/A

 

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The stockholder proposal regarding additional disclosure of political and lobbying contributions was defeated, by the votes set forth in the table below.

 

		FOR				AGAINST				ABSTENTIONS				BROKER NON-VOTE
Stockholder proposal regarding additional disclosure of political and lobbying contributions			52,730,337				120,095,362				28,588,978				11,365,082

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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 17, 2013		By:		/s/ Rose. A. Ellis
				Rose A. Ellis Corporate Secretary