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Northern Trust asks shareholders to vote against 2 proposals

Northern Trust Corp.'s board asked shareholders to vote against two separate shareholder proposals in a definitive proxy statement filed March 12.

The first proposal, from the Unitarian Universalist Association, calls for the company to provide a semiannual report about corporate contributions and expenditures. The proposal seeks the disclosure of the amount paid, the identity of the recipients and the titles of company officials responsible for decisions related to such outlays.

The company's board argued that the two political action committees it sponsors already comply with all disclosure requirements pertaining to political contributions, adding that an additional report would be an unnecessary burden and expense.

The second proposal, from shareholders James McRitchie and Myra Young, calls for the company to amend its bylaws to give shareholders owning 15% of the company's outstanding common stock the power to call a special shareholders meeting.

The shareholders argued the amendment would allow them and other shareholders to bring important matters to the attention of company management and fellow shareholders outside the annual meeting cycle. The company's board, however, said that current bylaw provisions already give shareholders owning 25% or more of Northern Trust's outstanding stock the right to call special meetings without enabling a small minority to call unnecessary or duplicative meetings for less significant matters.

Shareholders will vote on the proposals at the company's annual meeting set for April 23.