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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM
8-K

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

Date of Report (Date of earliest event reported) April 25, 2023

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)
Delaware001-36609 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 (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 classTrading SymbolName of each exchange on which registered
Common Stock, $1.66 2/3 Par ValueNTRSThe NASDAQ Stock Market LLC
Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock
NTRSOThe 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 5.07.    Submission of Matters to a Vote of Security Holders.
(a)-(b) The 2023 annual meeting of stockholders (the “2023 Annual Meeting”) of Northern Trust Corporation (the “Corporation”) was held on April 25, 2023, in Chicago, Illinois for the purposes of: (i) electing 12 directors to serve on the Board of Directors until the 2024 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2022 named executive officer compensation; (iii) holding an advisory vote on the frequency with which the Corporation should hold advisory votes on executive compensation; and (iv) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2023 fiscal year. Stockholders representing 191,748,710 shares, or 92.29% of the Corporation’s common stock as of the February 27, 2023 record date, voted in person or by proxy. Final voting results are as follows.

Election of Directors
All 12 nominees for director named in the proxy statement for the 2023 Annual Meeting were elected by the votes set forth in the table below.

NomineeForAgainstAbstentionsBroker Non-Votes
Linda Walker Bynoe156,541,385 24,586,980 533,922 10,086,423 
Susan Crown176,556,438 4,586,998 518,851 10,086,423 
Dean M. Harrison179,906,240 1,216,061 539,986 10,086,423 
Jay L. Henderson167,303,483 13,824,385 534,419 10,086,423 
Marcy S. Klevorn180,206,591 887,103 568,593 10,086,423 
Siddharth N. (Bobby) Mehta179,810,261 1,296,783 555,243 10,086,423 
Michael G. O’Grady173,854,185 7,245,646 562,456 10,086,423 
Jose Luis Prado174,828,667 6,254,441 579,179 10,086,423 
Martin P. Slark177,102,959 4,024,576 534,752 10,086,423 
David H. B. Smith, Jr.176,011,718 5,119,469 531,100 10,086,423 
Donald Thompson177,604,116 3,504,525 553,646 10,086,423 
Charles A. Tribbett III173,532,150 7,554,460 575,677 10,086,423 

Approval of 2022 Named Executive Officer Compensation
The 2022 named executive officer compensation was approved, on an advisory basis, by the votes set forth in the table below.

ForAgainstAbstentionsBroker Non-Votes
175,807,644 5,495,682 358,961 10,086,423 

Recommendation on Frequency of Advisory Votes on Executive Compensation
The Corporation’s stockholders recommended that an advisory vote on executive compensation be held annually by the votes set forth in the table below.

1 Year2 Years3 YearsAbstentionsBroker Non-Votes
177,443,991 184,802 3,841,281 192,213 10,086,423 

Ratification of Appointment of KPMG LLP
The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2023 fiscal year was ratified by the votes set forth in the table below.
ForAgainstAbstentionsBroker Non-Votes
182,785,001 8,826,507 137,202 — 

(d) On April 25, 2023, following the 2023 Annual Meeting, the Board agreed that an advisory vote on executive compensation would be held annually until the next required vote on the frequency of such votes.


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:April 27, 2023By:/s/ Brad A. Kopetsky
Brad A. Kopetsky
Senior Vice President, Associate General Counsel and
Corporate Secretary