Bylaw Amendment · 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 22, 2025 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 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 22, 2025, the Board of Directors of Northern Trust Corporation (the “Corporation”) approved certain amendments to the Corporation’s By-laws (the “By-laws”) to reflect (i) the formation of a Technology and Operations Committee; (ii) the dissolution of the Capital Governance Committee; and (iii) the renaming of the Business Risk Committee to the Risk Committee. The foregoing summary of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the By-laws, as amended, which are attached hereto as Exhibit 3.1 and incorporated herein by reference. Item 5.07.    Submission of Matters to a Vote of Security Holders. (a)-(b) The 2025 annual meeting of stockholders (the “2025 Annual Meeting”) of the Corporation was held on April 22, 2025, in Chicago, Illinois for the purposes of: (i) electing 13 directors to serve on the Board of Directors until the 2026 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2024 named executive officer compensation; and (iii) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2025 fiscal year. Stockholders representing 179,564,369 shares, or 92.09% of the Corporation’s common stock as of the February 24, 2025 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 2025 Annual Meeting were elected by the votes set forth in the table below. Nominee For Against Abstentions Broker Non-Votes Susan Crown 145,569,373  21,853,148  2,298,734  9,843,114  Chandra Dhandapani 166,813,489  626,646  2,281,120  9,843,114  Dean M. Harrison 166,297,093  1,185,204  2,238,958  9,843,114  Jay L. Henderson 146,087,328  20,920,883  2,713,044  9,843,114  Marcy S. Klevorn 166,787,752  669,440  2,264,063  9,843,114  Siddharth N. (Bobby) Mehta 166,799,996  695,261  2,225,998  9,843,114  Robert E. Moritz 166,631,745  854,474  2,235,036  9,843,114  Michael G. O’Grady 159,772,593  7,278,216  2,670,446  9,843,114  Richard M. Petrino 166,634,324  808,697  2,278,234  9,843,114  Martin P. Slark 161,215,664  6,253,785  2,251,806  9,843,114  David H. B. Smith, Jr. 163,006,675  4,501,142  2,213,438  9,843,114  Donald Thompson 163,872,473  3,604,276  2,244,506  9,843,114  Charles A. Tribbett III 146,170,135  20,759,994  2,791,126  9,843,114  Approval of 2024 Named Executive Officer Compensation The 2024 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 160,197,683  6,880,154  2,643,418  9,843,114  Ratification of Appointment of KPMG LLP The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2025 fiscal year was ratified by the votes set forth in the table below. For Against Abstentions Broker Non-Votes 170,077,543  7,649,213  1,837,613  —  Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 3.1 By-laws of Northern Trust Corporation, as amended April 22, 2025 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 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 23, 2025 By: /s/ Susan C. Levy Susan C. Levy Executive Vice President, General Counsel and Corporate Secretary