Northern Trust 8-K 2025-04-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 CORPORATION

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

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.

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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.