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 26, 2022 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 2022 annual meeting of stockholders (the “2022 Annual Meeting”) of Northern Trust Corporation (the “Corporation”) was held on April 26, 2022, in Chicago, Illinois for the purposes of: (i) electing 12 directors to serve on the Board of Directors until the 2023 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2021 named executive officer compensation; and (iii) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2022 fiscal year. Stockholders representing 192,285,115 shares, or 92.46% of the Corporation’s common stock as of the February 28, 2022 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 2022 Annual Meeting were elected by the votes set forth in the table below. Nominee For Against Abstentions Broker Non-Votes Linda Walker Bynoe 156,520,476  25,572,428  141,748  10,050,463  Susan Crown 177,812,393  4,293,467  128,792  10,050,463  Dean M. Harrison 181,256,241  816,374  162,037  10,050,463  Jay L. Henderson 164,399,475  17,693,698  141,479  10,050,463  Marcy S. Klevorn 181,569,305  520,960  144,387  10,050,463  Siddharth N. (Bobby) Mehta 181,314,738  784,696  135,218  10,050,463  Michael G. O’Grady 174,138,821  7,930,502  165,329  10,050,463  Jose Luis Prado 177,351,996  4,736,353  146,303  10,050,463  Martin P. Slark 179,376,508  2,702,964  155,180  10,050,463  David H. B. Smith, Jr. 178,457,707  3,630,532  146,413  10,050,463  Donald Thompson 181,246,727  835,053  152,872  10,050,463  Charles A. Tribbett III 172,551,250  9,548,670  134,732  10,050,463  Approval of 2021 Named Executive Officer Compensation The 2021 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 173,789,021  8,180,171  265,460  10,050,463  Ratification of Appointment of KPMG LLP The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2022 fiscal year was ratified by the votes set forth in the table below. For Against Abstentions Broker Non-Votes 183,765,780  8,393,505  125,830  —  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, 2022 By: /s/ Brad A. Kopetsky Brad A. Kopetsky Senior Vice President, Associate General Counsel and Corporate Secretary