Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 1.0
NORTHERN TRUST CORP: Amended and restated By-laws to address Rule 14a-19 under the Exchange Act (Universal Proxy Rules), including requirements for nominating stockholders regarding use of universal proxy, certification, proxy card color, and remedy for non-compliance (effective 2024-11-19).
- Change
- bylaw amendment
- Effective
- 2024-11-19
Exact text from the filing
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.
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