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 20, 2021 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 2021 annual meeting of stockholders (the “2021 Annual Meeting”) of Northern Trust Corporation (the “Corporation”) was held on April 20, 2021 for the purposes of: (i) electing 13 directors to serve on the Board of Directors until the 2022 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2020 named executive officer compensation; and (iii) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2021 fiscal year. Stockholders representing 187,734,410 shares, or 90.29% of the Corporation’s common stock as of the February 22, 2021 record date, voted in person or by proxy. Final voting results are as follows. Election of Directors All 13 nominees for director named in the proxy statement for the 2021 Annual Meeting were elected by the votes set forth in the table below. Nominee For Against Abstentions Broker Non-Votes Linda Walker Bynoe 154,547,349  22,158,023  214,007  10,815,031  Susan Crown 170,661,205  6,040,516  217,658  10,815,031  Dean M. Harrison 176,102,993  531,802  284,584  10,815,031  Jay L. Henderson 158,676,128  18,026,992  216,259  10,815,031  Marcy S. Klevorn 176,231,726  465,513  222,140  10,815,031  Siddharth N. (Bobby) Mehta 171,415,037  5,088,407  415,935  10,815,031  Michael G. O’Grady 169,102,412  7,455,826  361,141  10,815,031  Jose Luis Prado 173,862,902  2,841,838  214,639  10,815,031  Thomas E. Richards 170,808,442  5,890,246  220,691  10,815,031  Martin P. Slark 175,656,658  1,026,386  236,335  10,815,031  David H. B. Smith, Jr. 174,089,768  2,655,723  173,888  10,815,031  Donald Thompson 175,468,988  1,226,472  223,919  10,815,031  Charles A. Tribbett III 170,160,680  6,536,227  222,472  10,815,031  Approval of 2020 Named Executive Officer Compensation The 2020 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 167,662,192  8,954,856  302,331  10,815,031  Ratification of Appointment of KPMG LLP The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2021 fiscal year was ratified by the votes set forth in the table below. For Against Abstentions Broker Non-Votes 182,743,476  4,885,985  104,949  —  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 Dated: April 22, 2021 By: /s/ Brad A. Kopetsky Brad A. Kopetsky Senior Vice President, Associate General Counsel and Corporate Secretary