UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 3, 2022, Northern Trust Corporation (the “Corporation”) announced that Shundrawn A. Thomas, Executive Vice President and President—Asset Management, will be resigning from that position effective June 1, 2022 in order to pursue an outside entrepreneurial opportunity. In connection with his resignation, Mr. Thomas and the Corporation entered into a Transition Agreement (the “Agreement”) on May 3, 2022. Pursuant to the Agreement, provided that Mr. Thomas remains “retired from the industry” (as defined in the terms and conditions of his equity awards, as amended by the Agreement), a portion of Mr. Thomas’s time-based restricted stock units will continue to vest following his departure in accordance with their original vesting schedule and he will be entitled to receive a portion of the shares of stock underlying his performance stock units at the end of the applicable performance period, subject to the satisfaction of the applicable performance conditions. The portion of the restricted stock and performance stock units that he will be entitled to retain are as follows: 100% of the number of units originally granted in 2019 and 2020; 75% of the number of units originally granted in 2021; and 50% of the number of units originally granted in 2022. The remainder of Mr. Thomas’s outstanding equity awards will be forfeited in accordance with their terms. In consideration for the foregoing modifications of his outstanding equity awards, Mr. Thomas has agreed not to solicit any employees, clients or prospective clients of the Corporation or any of its subsidiaries or affiliates, in each case without the Corporation’s prior consent, for a period of three years following his departure, and to make himself available to the Corporation’s Chief Executive Officer and Head of Corporate Sustainability, Inclusion and Social Impact through December 31, 2022, upon the reasonable request of such officers. These covenants are in addition to an existing non-solicitation agreement to which Mr. Thomas is subject, which would prohibit the solicitation of certain employees, clients or prospective clients for one year following his departure.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 10.1 | Transition Agreement, dated as of May 3, 2022, by and between Northern Trust Corporation and Mr. Thomas. | |
| 99.1 | Press release dated May 3, 2022. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 3, 2022
| Northern Trust Corporation | ||
| By: | /s/ Brad A. Kopetsky | |
| Brad A. Kopetsky | ||
| Senior Vice President, Associate General Counsel and Corporate Secretary | ||
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