Northern Trust Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of thirteen directors to the Board of Directors; each nominee to serve until the next annual meeting.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Nonbinding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement (Say-on-Pay).

   More detail

   This management proposal requests a nonbinding advisory approval of the Company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management seeks shareholder endorsement of its pay philosophy and 2025 compensation outcomes for named executive officers, which emphasize long-term incentive alignment (majority equity-based, with significant PSUs tied to three-year adjusted ROE and relative peer performance). The Board recommends a vote FOR, citing alignment with strategy, robust governance (clawbacks, stock ownership guidelines, independent compensation consultant, overlapping committee membership with risk and audit), and strong 2025 performance results reflected in the Corporate Scorecard. A FOR vote supports management’s continued use of the scorecard approach and pay structures, although as an advisory vote it is nonbinding; the Board and Committee will consider the outcome in future decisions. The proposal is routine in governance practice but highlights the firm’s emphasis on risk-adjusted long-term incentives and retention mechanisms; investors evaluating the merits should weigh the performance measures, payout outcomes, and governance protections described in the proxy statement.

3. 3

   Approval of the Northern Trust Corporation 2026 Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve the 2026 Employee Stock Purchase Plan to allow eligible employees to purchase up to 3,500,000 shares at a discount (typically 90% of fair market value), with both Section 423 and non-423 components.

   More detail

   Management asks shareholders to approve a new ESPP reserving 3,500,000 shares (approx. 1.89% of outstanding shares) to allow eligible employees to buy stock via payroll deductions, generally at a 10% discount (90% of fair market value) with quarterly offering periods and a 250-share per offering limit. The plan contains both Section 423-qualified components and non-423 components for jurisdictions or participants where Section 423 treatment is infeasible; it includes customary administrative provisions, treatment upon corporate transactions, and Sub-Plans for non-U.S. jurisdictions. Board recommends FOR, arguing the program strengthens employee ownership and is a competitive retention/recruitment tool. Analysts should consider dilution (1.89% initial run-rate), potential use of non-423 offerings for international employees, and the plan’s design features (purchase price, offering cadence, transfer/holding restrictions) when evaluating stakeholder impact.

4. 4

   Ratification of Appointment of Independent Registered Public Accountants

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of KPMG LLP as independent registered public accountants for fiscal year 2026.

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When is the Northern Trust Corp 2026 annual meeting?

Northern Trust Corp (NTRS) holds its 2026 annual shareholder meeting on Tuesday, April 21, 2026.

What is the record date for the Northern Trust Corp 2026 meeting?

The record date for the Northern Trust Corp 2026 meeting is Monday, February 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Northern Trust Corp's 2026 meeting?

The board is presenting 13 director nominees at the Northern Trust Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Northern Trust Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Northern Trust Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.