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 25, 2023 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. (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. Nominee For Against Abstentions Broker Non-Votes Linda Walker Bynoe 156,541,385  24,586,980  533,922  10,086,423  Susan Crown 176,556,438  4,586,998  518,851  10,086,423  Dean M. Harrison 179,906,240  1,216,061  539,986  10,086,423  Jay L. Henderson 167,303,483  13,824,385  534,419  10,086,423  Marcy S. Klevorn 180,206,591  887,103  568,593  10,086,423  Siddharth N. (Bobby) Mehta 179,810,261  1,296,783  555,243  10,086,423  Michael G. O’Grady 173,854,185  7,245,646  562,456  10,086,423  Jose Luis Prado 174,828,667  6,254,441  579,179  10,086,423  Martin P. Slark 177,102,959  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 Thompson 177,604,116  3,504,525  553,646  10,086,423  Charles A. Tribbett III 173,532,150  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. For Against Abstentions Broker 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 Year 2 Years 3 Years Abstentions Broker 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. For Against Abstentions Broker 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, 2023 By: /s/ Brad A. Kopetsky Brad A. Kopetsky Senior Vice President, Associate General Counsel and Corporate Secretary