Proxy Blog

Northern Trust Corporation

March 27, 2020

The annual proxy for this financial services company had the following proposals: 

  • Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 

Magni for and against proforma proposals: 

  • For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation 
  • For auditors  There appear to be no controversies with the financial statements of the company. 
  • Against “Say-on-pay” Advisory Vote – The shareholder engagement program disclosure was acceptable. The criteria for the peer group was vague and high level. The company was not benchmarked against the resulting peer group