Northern Trust Annual Meeting: Shareholders Elect Directors, Approve Say-on-Pay and KPMG Ratification

Key Points

• Shareholders elected all 13 directors and approved the advisory say-on-pay vote, the 2026 employee stock purchase plan, and the ratification of KPMG LLP as Northern Trust’s independent auditor.
• Management highlighted the "One Northern Trust" strategy and company-wide deployment of AI tools (including proprietary "NT Byron") to enhance client-facing capabilities across Wealth Management, Asset Servicing, and Asset Management.
• Northern Trust reported 2025 revenue of $8.1 billion (down 2% reported, +7% excluding notable items), returned a record $1.9 billion to shareholders including $1.3 billion in buybacks (reducing shares by 5%), and raised medium-term targets to a 33% pre-tax margin and mid-teens ROE.

Northern Trust NASDAQ: NTRS held its 2026 Annual Meeting of Stockholders virtually, with Chairman and CEO Mike O’Grady presiding and reporting that a quorum was present based on shares represented by proxy. The meeting’s record date was Feb. 23, 2026, and the company said notice and proxy materials were mailed on or about March 11, 2026.

Shareholders approve director slate and proposals

Stockholders voted on four agenda items described in the proxy statement, including the election of 13 directors. O’Grady introduced the director nominees participating in the meeting and noted that Lord Charles Powell serves as an advisory director to the board.

After polls closed, O’Grady said the inspector of election reported that “all nominees have been duly elected and all proposals have passed.” The proposals included an advisory say-on-pay vote, approval of the 2026 employee stock purchase plan, and ratification of KPMG LLP as independent registered public accounting firm for 2026. Representatives from KPMG LLP, Diane Kunz and Kelly Schmidt, attended and were available during Q&A.

Management highlights “One Northern Trust” strategy and 2025 results

Following the formal business portion, O’Grady delivered prepared remarks on the company’s strategy and performance. He said that “despite another year of heightened macro and geopolitical uncertainty,” Northern Trust delivered “strong performance in 2025,” citing the resilience of its business model and execution of its “One Northern Trust” strategy.

O’Grady described the company’s vision as becoming “the most trusted global financial partner” by delivering “human-led, AI-enhanced wealth solutions through the integration of innovation and integrity.” He said the strategy is built on three pillars:

• Optimized growth, focused on selective growth across Wealth Management, Asset Servicing, and Asset Management
• Strength and resiliency and risk management, including investments in cybersecurity, controls, modernization, and operational efficiency
• Drive financial performance, emphasizing productivity, pricing, and expense discipline

O’Grady said all employees now have access to AI tools, including the proprietary “NT Byron” platform, which is being used in areas such as sales, marketing analytics, programming, and fraud prevention. He also said productivity savings represented “more than 4%” of the expense base last year, excluding notable items.

Business unit updates: Wealth Management, Asset Servicing, and NTAM

In Wealth Management, O’Grady said the company strengthened the franchise in 2025 through initiatives aimed at enhancing client-facing capabilities, accelerating client acquisition, and expanding investment solutions. He said the global family office business generated record new business and that Northern Trust launched “Family Office Solutions” for ultra-high-net-worth families, which “exceeded expectations in its first year” and is being scaled across domestic markets. He also noted the company was named “Best Private Bank in the U.S.” by the Financial Times for the 13th time in the past 17 years.

For Asset Servicing, O’Grady said the company focused on profitable, scalable growth, securing “more than 100 new mandates” in 2025 from institutions including pensions, sovereigns, and endowments. He said Northern Trust’s cloud-based front-office solutions platform supports “more than $1 trillion” in client assets. He also cited strong 2025 results in global capital markets and said healthy FX trading and brokerage activity contributed to a “350 basis points increase” in the Asset Servicing pre-tax margin.

In Asset Management (NTAM), O’Grady said the unit is “one of the top 20 largest asset managers in the world,” with capabilities across active and index strategies, including equities, fixed income, cash management, multi-asset, and alternatives. He said product launches doubled year over year in 2025, including 11 new ETFs, and that liquidity assets were “approaching nearly $340 billion.” He added that alternatives and tax-advantaged equity capabilities delivered record organic growth.

Financial performance, capital returns, and updated targets

O’Grady reported 2025 revenue of $8.1 billion, down 2% from the prior year, attributing the decline to unusual items in 2024, including an $866 million gain on the monetization of a portion of the company’s Visa shares. Excluding notable items in both periods, he said revenue increased 7%, driven by 6% trust fee growth and record net interest income of $2.4 billion, up 11%.

He said expenses rose 2% in 2025, or 5% excluding notables. Pre-tax operating margin was 28.9%, down from elevated 2024 levels, while reported earnings per share were $8.74, down 11% year over year but up 17% excluding notables. O’Grady said return on average common equity was 14.4%, “squarely within our target range,” and noted that capital levels remained “very strong.”

The company returned a record $1.9 billion to shareholders in 2025, O’Grady said, including $600 million in cash dividends and a record $1.3 billion of share repurchases that reduced shares outstanding by 5%. He also said Northern Trust raised two of its three medium-term targets, increasing its pre-tax margin target to 33% and raising its return on equity target to the mid-teens, while keeping the expense-to-trust-fee ratio target unchanged at 105%–110%.

Q&A touches on buybacks, shareholder list access, and charitable partnerships

During Q&A, O’Grady responded to a question about offering a buyback program for small shareholders, saying share repurchases are typically executed in the open market and that Northern Trust “does not offer common stock share repurchases targeted to specific shareholders.”

Asked whether the company would display the shareholder list during next year’s annual meeting for investors with a control number, O’Grady said the company would “take that under consideration” and referenced Delaware law provisions that allow examination of the list for 10 days ending the day before the meeting, with access provided during ordinary business hours at the company’s principal place of business.

O’Grady also addressed a question related to Northern Trust’s charitable partnerships and policies, saying the company performs diligence on aligned organizations to ensure they “align with our corporate standards and policies, and values.”

The meeting concluded after questions were addressed.

About Northern Trust NASDAQ: NTRS

Northern Trust Corporation NASDAQ: NTRS is a global financial services firm headquartered in Chicago that provides asset servicing, asset management and wealth management solutions to institutions, corporations and high-net-worth individuals. The company's core businesses include custody and fund administration, investment operations outsourcing, trust and fiduciary services, private banking, and retirement and defined contribution plan services.

Northern Trust's product and service offerings span custody and fund accounting, portfolio and performance analytics, securities lending, cash management and foreign exchange, as well as discretionary and non-discretionary investment management.

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