Northern Trust Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 19, 2024
(Exact name of registrant as specified in its charter)
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 19, 2024, the Board of Directors of Northern Trust Corporation (the “Corporation”) amended and restated the Corporation’s By-laws (as so amended and restated, the “By-laws”) to address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including: (a) requiring nominating stockholders to make a representation as to whether they intend to use the Universal Proxy Rules; (b) requiring stockholders intending to use the Universal Proxy Rules to provide a written certification of the satisfaction of the requirements of the Universal Proxy Rules at least five business days before the applicable meeting; (c) requiring the stockholder to use a proxy card color other than white, which is reserved for the exclusive use of the Corporation; and (d) providing the Corporation a remedy if a stockholder fails to satisfy the requirements of the Universal Proxy Rules.
The foregoing summary of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the By-laws, as amended, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
SIGNATURE
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 | |||||||||||||||||
| (Registrant) | |||||||||||||||||
| Dated: | November 22, 2024 | By: | /s/ Brad A. Kopetsky | ||||||||||||||
| Brad A. Kopetsky | |||||||||||||||||
| Executive Vice President, Deputy General Counsel and Corporate Secretary | |||||||||||||||||