Shareholder Vote

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 21, 2020   NORTHERN TRUST CORP ORATION (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 ( 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 Common Stock, $1.66 2/3 Par Value NTRS The NASDAQ Stock Market LLC Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock NTRSO 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 5.07.    Submission of Matters to a Vote of Security Holders. The 2020 annual meeting of stockholders (the “2020 Annual Meeting”) of Northern Trust Corporation (the “Corporation”) was held on April 21, 2020, in Chicago, Illinois for the purposes of: (i) electing 13 directors to serve on the Board of Directors until the 2021 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2019 named executive officer compensation; and (iii) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2020 fiscal year. Stockholders representing 191,302,625 shares, or 91.41% of the Corporation’s common stock as of the February 24, 2020 record date, voted personally or by proxy. Final voting results are as follows. Election of Directors All 13 nominees for director named in the proxy statement for the 2020 Annual Meeting were elected by the votes set forth in the table below. Nominee For Against Abstentions Broker Non-Votes Linda Walker Bynoe 161,959,284 17,331,131 516,008 11,496,202 Susan Crown 174,713,410 4,867,103 225,910 11,496,202 Dean M. Harrison 179,182,737 367,084 256,602 11,496,202 Jay L. Henderson 169,709,272 9,841,716 255,435 11,496,202 Marcy S. Klevorn 179,248,266 338,593 219,564 11,496,202 Siddharth N. (Bobby) Mehta 173,613,876 5,669,384 523,163 11,496,202 Michael G. O’Grady 172,905,476 6,616,800 284,147 11,496,202 Jose Luis Prado 178,535,382 1,019,167 251,874 11,496,202 Thomas E. Richards 179,144,842 404,826 256,755 11,496,202 Martin P. Slark 174,282,440 5,265,892 258,091 11,496,202 David H. B. Smith, Jr. 178,517,376 1,045,465 243,582 11,496,202 Donald Thompson 179,160,926 383,313 262,184 11,496,202 Charles A. Tribbett III 173,186,939 6,354,430 265,054 11,496,202 Approval of 2019 Named Executive Officer Compensation The 2019 named executive officer compensation was approved, on an advisory basis, by the votes set forth in the table below. For Against Abstentions Broker Non-Votes 174,285,555 5,097,262 423,606 11,496,202 Ratification of Appointment of KPMG LLP The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2020 fiscal year was ratified by the votes set forth in the table below. For Against Abstentions Broker Non-Votes 183,773,337 7,419,152 110,136 — 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: April 24, 2020   By:   /s/ Susan C. Levy           Susan C. Levy           Executive Vice President, General Counsel and Corporate Secretary