8-K – 2026-04-22 – ntrs-20260421.htm

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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 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 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 representi ng 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.

Nominee For Against Abstentions Broker Non-Votes
Susan Crown 148,852,391  9,958,176  98,549  10,028,450 
Chandra Dhandapani 158,174,058  647,610  87,448  10,028,450 
Dean M. Harrison 155,971,712  2,820,402  117,002  10,028,450 
Jay L. Henderson 132,718,881  25,905,084  285,151  10,028,450 
Marcy S. Klevorn 158,187,339  624,118  97,659  10,028,450 
Siddharth N. (Bobby) Mehta 157,913,916  900,859  94,341  10,028,450 
Robert E. Moritz 157,144,251  1,632,574  132,291  10,028,450 
Michael G. O’Grady 151,778,764  6,585,340  545,012  10,028,450 
Richard M. Petrino 157,897,713  896,147  115,256  10,028,450 
Martin P. Slark 153,345,708  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 Thompson 148,736,603  10,081,480  91,033  10,028,450 
Charles A. Tribbett III 146,601,703  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.

For Against Abstentions Broker 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.

For Against Abstentions Broker 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.

For Against Abstentions Broker Non-Votes
160,991,571  7,843,560  102,435  — 

Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit Number Description
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 22, 2026 By: /s/ Nicole V. Gersch
Nicole V. Gersch
Senior Vice President, Deputy General Counsel and Corporate Secretary