Northern Trust Corp 8-K, filed Jul 24, 2020
Northern Trust Corp (NTRS)
8-K
2020-07-24
For: 2020-07-21
View Original
Added on
April 11, 2026
About this 8-K
Northern Trust Corp filed this 8-K on July 24, 2020, reporting on events of July 21, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 21, 2020
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||
| (Zip Code) | ||||||||||||||||||||
| (Address of principal executive offices) | ||||||||||||||||||||
Registrant’s telephone number, including area code (312 ) 630-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 21, 2020, Northern Trust Corporation (the “Company”) filed a Certificate of Elimination of Series C Non-Cumulative Perpetual Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware (the “Secretary of State”) to eliminate its Series C Non-Cumulative Perpetual Preferred Stock (the “Series C Preferred Stock”), whose outstanding shares the Company redeemed effective January 1, 2020, as previously disclosed. The filing of the Certificate of Elimination was authorized by the Board of Directors of the Company in accordance with the General Corporation Law of the State of Delaware. The Certificate of Elimination, effective upon filing, had the effect of eliminating from the Restated Certificate of Incorporation of the Company all matters set forth in the Certificate of Designation of the Series C Preferred Stock with respect to such series, which was previously filed by the Company with the Secretary of State on August 4, 2014 (the “Certificate of Designation”). Accordingly, the 16,000 shares of Series C Preferred Stock previously authorized for issuance under the Certificate of Designation resumed their status as authorized but unissued shares of preferred stock of the Company upon filing of the Certificate of Elimination.
A copy of the Certificate of Elimination is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Northern Trust Corporation | |||||||||||||||||||||||
| Date: | July 24, 2020 | By: | /s/ Susan C. Levy | ||||||||||||||||||||
| Susan C. Levy | |||||||||||||||||||||||
| Executive Vice President, General Counsel and Corporate Secretary | |||||||||||||||||||||||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES C NON-CUMULATIVE PERPETUAL PREFERRED STOCK
OF
NORTHERN TRUST CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Northern Trust Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, does hereby certify that:
FIRST: that at a meeting of the Board of Directors of the Corporation on July 21, 2020, resolutions were duly adopted setting forth the proposed elimination of the Series C Non-Cumulative Perpetual Preferred Stock of the Corporation as set forth herein:
“RESOLVED, that the proper officers of Northern Trust Corporation be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to execute, acknowledge and file, in accordance with the provisions of the General Corporation Law of the State of Delaware, a certificate of elimination setting forth that none of the authorized shares of Series C Non-Cumulative Perpetual Preferred Stock of the Corporation are outstanding, and that, as of the effective time of such certificate, none will be outstanding or be issued subject to the Certificate of Designation of Series C Non-Cumulative Perpetual Preferred Stock of the Corporation governing such series, previously filed by the Corporation with the Secretary of State of the State of Delaware on August 4, 2014, in such form as the officer executing the same shall determine to be necessary, advisable or appropriate, such determination to be conclusively established by the execution thereof.”
SECOND: that the Certificate of Designation of Series C Non-Cumulative Perpetual Preferred Stock of the Corporation, establishing 16,000 shares of the above Series C Non-Cumulative Perpetual Preferred Stock of the Corporation, was originally filed in the office of the Secretary of State of the State of Delaware on August 4, 2014 (the “Certificate of Designation”).
THIRD: that no shares of the Series C Non-Cumulative Perpetual Preferred Stock of the Corporation are outstanding and no shares thereof will be issued subject to the Certificate of Designation.
FOURTH: that in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Restated Certificate of Incorporation of the Corporation is hereby amended to eliminate therefrom all matters set forth in the Certificate of Designation with respect to the Series C Non-Cumulative Perpetual Preferred Stock of the Corporation.
[Signature page follows]
IN WITNESS WHEREOF, this Certificate of Elimination is executed on behalf of the Corporation by its Corporate Secretary this 21st day of July, 2020.
NORTHERN TRUST CORPORATION
By: /s/ Susan C. Levy___________________
Name: Susan C. Levy
Title: Executive Vice President, General Counsel and Corporate Secretary