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 16, 2024 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 2024 annual meeting of stockholders (the “2024 Annual Meeting”) of Northern Trust Corporation (the “Corporation”) was held on April 16, 2024, in Chicago, Illinois for the purposes of: (i) electing 11 directors to serve on the Board of Directors until the 2025 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2023 named executive officer compensation; and (iii) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2024 fiscal year. Stockholders representing 187,173,557 shares, or 91.74% of the Corporation’s common stock as of the February 26, 2024 record date, voted in person or by proxy. Final voting results are as follows. Election of Directors All 11 nominees for director named in the proxy statement for the 2024 Annual Meeting were elected by the votes set forth in the table below. Nominee For Against Abstentions Broker Non-Votes Linda Walker Bynoe 153,101,508  22,299,035  285,432  11,487,582  Susan Crown 168,246,260  7,224,713  215,002  11,487,582  Dean M. Harrison 172,794,918  2,663,433  227,624  11,487,582  Jay L. Henderson 157,784,189  17,674,473  227,313  11,487,582  Marcy S. Klevorn 173,064,889  2,359,525  261,561  11,487,582  Siddharth N. (Bobby) Mehta 172,786,374  2,618,684  280,917  11,487,582  Michael G. O’Grady 165,992,383  8,786,933  906,659  11,487,582  Martin P. Slark 169,077,611  6,390,858  217,506  11,487,582  David H. B. Smith, Jr. 169,019,096  6,454,519  212,360  11,487,582  Donald Thompson 170,951,297  4,463,967  270,711  11,487,582  Charles A. Tribbett III 163,617,118  11,848,978  219,879  11,487,582  Approval of 2023 Named Executive Officer Compensation The 2023 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 166,292,990  9,010,669  382,316  11,487,582  Ratification of Appointment of KPMG LLP The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2024 fiscal year was ratified by the votes set forth in the table below. For Against Abstentions Broker Non-Votes 180,888,622  6,170,375  114,560  —  Consideration of Stockholder Proposal to Ascertain Voting Preferences The stockholder proposal to ascertain voting preferences was defeated by the votes set forth in the table below. For Against Abstentions Broker Non-Votes 10,383,014  162,062,870  3,240,091  11,487,582  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 19, 2024 By: /s/ Brad A. Kopetsky Brad A. Kopetsky Executive Vice President, Deputy General Counsel and Corporate Secretary