Northern Trust Corporation (the “Corporation”) hereby amends its Form 8-K filed on September 18, 2019, to report that, on October 21, 2019, the Compensation and Benefits Committee (the “Committee”) of the Corporation’s Board of Directors approved an increase in Jason J. Tyler’s annual base salary to $500,000, effective upon his assumption of the role of Chief Financial Officer of the Corporation on January 1, 2020. Effective January 1, 2020, Mr. Tyler also will be eligible to participate in the incentive compensation programs provided to the Corporation’s other named executive officers, as well as the Corporation’s Executive Change in Control Severance Plan, each of which is described in the Corporation’s most recent proxy statement filed with the U.S. Securities and Exchange Commission. true0000073124 0000073124 us-gaap:CommonStockMember 2019-10-21 2019-10-21 0000073124 ntrs:DepositarySharesMember 2019-10-21 2019-10-21 0000073124 2019-10-21 2019-10-21


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM
8-K/A
Amendment No.1

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 21, 2019

 
NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-36609
 
36-2723087
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
50 South LaSalle Street
 

 
60603
Chicago,
Illinois
 
 
 
(Zip Code)
(Address of principal executive offices)
 
 
 
 
Registrant’s telephone number, including area code (312630-6000
 

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
Common Stock, $1.66 2/3 Par Value
NTRS
The NASDAQ Stock Market LLC
Depositary Shares, each representing 1/1000th interest in a share of Series C Non-Cumulative Perpetual Preferred Stock
NTRSP
The NASDAQ Stock Market LLC

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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
    

(c) Northern Trust Corporation (the “Corporation”) hereby amends its Form 8-K filed on September 18, 2019, to report that, on October 21, 2019, the Compensation and Benefits Committee (the “Committee”) of the Corporation’s Board of Directors approved an increase in Jason J. Tyler’s annual base salary to $500,000, effective upon his assumption of the role of Chief Financial Officer of the Corporation on January 1, 2020. Effective January 1, 2020, Mr. Tyler also will be eligible to participate in the incentive compensation programs provided to the Corporation’s other named executive officers, as well as the Corporation’s Executive Change in Control Severance Plan, each of which is described in the Corporation’s most recent proxy statement filed with the U.S. Securities and Exchange Commission.
    






SIGNATURE
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
 
 
 
(Registrant)
 
 
 
 
 
 
Dated:
October 25, 2019
 
By:
 
/s/ Susan C. Levy
 
 
 
 
 
Susan C. Levy
 
 
 
 
 
Executive Vice President, General Counsel and
Corporate Secretary