Northern Trust (NTRS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 21, 2026, to be held virtually; record date is February 23, 2026.

• Stockholders will vote on four key proposals: election of directors, advisory vote on executive compensation, approval of the 2026 Employee Stock Purchase Plan, and ratification of the independent auditor.

• The company reported strong 2025 financial results, including 7% revenue growth, 5% expense growth, 1.8pp increase in pre-tax profit margin, 1.1pp increase in ROE, and 17% EPS growth (non-GAAP).

• Leadership changes in 2025 included new appointments for Chief Risk Officer, President of Asset Management, and Co-Presidents of Asset Servicing.

Voting matters and shareholder proposals

• Board recommends voting FOR all proposals: election of 13 directors, advisory say-on-pay, approval of the 2026 ESPP, and ratification of KPMG LLP as auditor.

• Proxy access rights allow eligible stockholders to nominate directors.

• Shareholder proposals for the 2027 meeting must be submitted by November 10, 2026.

Board of directors and corporate governance

• Board consists of 13 nominees, 92% independent, with a mix of tenures and diverse expertise in finance, technology, risk, and global operations.

• Combined Chairman/CEO role with a separate Lead Director; all committees except Executive are fully independent.

• Regular board and committee self-evaluations, annual strategic planning, and robust director nomination and refreshment processes.

• No staggered board, poison pill, or supermajority voting; annual elections and majority voting standard.