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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 21, 2026

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)
Delaware001-36609 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 classTrading SymbolName of each exchange on which registered
Common Stock, $1.66 2/3 Par ValueNTRSThe NASDAQ Stock Market LLC
Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock
NTRSOThe 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 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of Northern Trust Corporation (the “Corporation”) was held on April 21, 2026, for the purposes of: (i) electing 13 directors to serve on the Board of Directors until the 2027 annual meeting or their successors are elected and qualified; (ii) approving, by an advisory vote, 2025 named executive officer compensation; (iii) approving the Corporation’s 2026 Employee Stock Purchase Plan; and (iv) ratifying the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2026 fiscal year. Stockholders representing 168,937,566 shares, or 91.15% of the Corporation’s common stock as of the February 23, 2026 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 2026 Annual Meeting were elected by the votes set forth in the table below.
NomineeForAgainstAbstentionsBroker Non-Votes
Susan Crown148,852,391 9,958,176 98,549 10,028,450 
Chandra Dhandapani158,174,058 647,610 87,448 10,028,450 
Dean M. Harrison155,971,712 2,820,402 117,002 10,028,450 
Jay L. Henderson132,718,881 25,905,084 285,151 10,028,450 
Marcy S. Klevorn158,187,339 624,118 97,659 10,028,450 
Siddharth N. (Bobby) Mehta157,913,916 900,859 94,341 10,028,450 
Robert E. Moritz157,144,251 1,632,574 132,291 10,028,450 
Michael G. O’Grady151,778,764 6,585,340 545,012 10,028,450 
Richard M. Petrino157,897,713 896,147 115,256 10,028,450 
Martin P. Slark153,345,708 5,456,850 106,558 10,028,450 
David H. B. Smith, Jr.152,655,306 6,175,312 78,498 10,028,450 
Donald Thompson148,736,603 10,081,480 91,033 10,028,450 
Charles A. Tribbett III146,601,703 12,208,879 98,534 10,028,450 

Approval of 2025 Named Executive Officer Compensation
The 2025 named executive officer compensation was approved, on an advisory basis, by the votes set forth in the table below.
ForAgainstAbstentionsBroker Non-Votes
148,700,308 9,443,599 765,209 10,028,450 

Approval of the Corporation’s 2026 Employee Stock Purchase Plan
The Corporation’s 2026 Employee Stock Purchase Plan was approved, by the votes set forth in the table below.
ForAgainstAbstentionsBroker Non-Votes
158,350,319 429,173 129,624 10,028,450 

Ratification of Appointment of KPMG LLP
The appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2026 fiscal year was ratified by the votes set forth in the table below.
ForAgainstAbstentionsBroker Non-Votes
160,991,571 7,843,560 102,435 — 




Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit NumberDescription
104The 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 22, 2026By:/s/ Nicole V. Gersch
Nicole V. Gersch
Senior Vice President, Deputy General Counsel and Corporate Secretary