8-K

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 19, 2016

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-36609	36-2723087
(Commission File Number)	(IRS Employer Identification No.)
50 South LaSalle Street, Chicago, Illinois	60603
(Address of principal executive offices)	(Zip Code)

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On April 19, 2016, the Board of Directors of Northern Trust Corporation (the “Corporation”) elected Jay L. Henderson as a director of the Corporation, effective July 18, 2016, following his retirement from PricewaterhouseCoopers LLP on June 30, 2016. Mr. Henderson also was elected as a director of The Northern Trust Company (the “Bank”), the Corporation’s principal subsidiary, effective July 18, 2016. Mr. Henderson is expected to serve on the Business Risk and Capital Governance Committees of the Corporation’s Board of Directors upon commencement of his service as director.

Kathleen Finley has been employed by the Bank since 2005 and is Mr. Henderson’s daughter. Ms. Finley serves as Vice President on the Client and Partner Experience team and received compensation of approximately $200,000, including salary and short- and long-term incentives, for fiscal year 2015. She also receives retirement, health and welfare benefits on the same terms provided to other employees of the Bank.

As a member of the Corporation’s Board of Directors, Mr. Henderson will participate in the Corporation’s non-employee director compensation program, which is described in the Corporation’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 9, 2016.

Item 8.01. Other Events

On April 19, 2016, the Corporation issued a press release announcing the election of Mr. Henderson to the Board of Directors of the Corporation and the Bank. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit 99.1    Press Release of Northern Trust Corporation, dated April 19, 2016.

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 thereunto duly authorized.

		NORTHERN TRUST CORPORATION
		(Registrant)
Dated:	April 20, 2016	By:	/s/ Stephanie S. Greisch
			Stephanie S. Greisch
			Corporate Secretary

EXHIBIT INDEX

Number	Description
99.1	Press Release of Northern Trust Corporation, dated April 19, 2016.

EX-99.1

News Release

Investor Relations: 
Bev Fleming 312-444-7811 Beverly_Fleming@ntrs.com Media Contact: Doug Holt 312-557-1571 Doug_Holt@ntrs.com

http://www.northerntrust.com

Northern Trust Announces New Director Appointment

CHICAGO, April 19, 2016 – Northern Trust Corporation (Nasdaq: NTRS) announced today that Jay L. Henderson has been elected to its board of directors, effective July 18, 2016, following his retirement from PricewaterhouseCoopers LLP on June 30, 2016.

Henderson currently serves as Vice Chairman, Client Service, at PricewaterhouseCoopers. In this role, he was responsible for leading the execution of PwC’s strategy across the Midwest Region, which includes offices in 13 states with 6,800 partners and staff. His prior PwC roles include serving as Managing Partner of the Greater Chicago Market, Managing Partner of the Cleveland Office, and as a U.S. Management Committee member.

“In addition to his business acumen, Jay brings a strong record of board leadership experience, including working with boards of high performing Fortune 500 companies,” Chairman and Chief Executive Officer Frederick H. Waddell said. “We are pleased to welcome Jay to the Northern Trust board and look forward to benefiting from his perspective.”

Henderson has extensive background in board leadership roles at major non-profit organizations in Chicago and Cleveland. He serves on the boards of organizations including the Chicago Symphony Orchestra Association, where he is a former Chairman; Rush University Medical

Center; the Museum of Science and Industry; United Way of Metropolitan Chicago; the Rock and Roll Hall of Fame and Museum in Cleveland, where is he a former co-Chairman; and the Civic Committee of The Commercial Club of Chicago.

About Northern Trust

Northern Trust Corporation (Nasdaq: NTRS) is a leading provider of wealth management, asset servicing, asset management and banking to corporations, institutions, affluent families and individuals. Founded in Chicago in 1889, Northern Trust has offices in the United States in 19 states and Washington, D.C., and 20 international locations in Canada, Europe, the Middle East and the Asia-Pacific region. As of March 31, 2016, Northern Trust had assets under custody of US$6.2 trillion, and assets under management of US$900 billion. For more than 125 years, Northern Trust has earned distinction as an industry leader for exceptional service, financial expertise, integrity and innovation. Visit northerntrust.com or follow us on Twitter @NorthernTrust.

Northern Trust Corporation, Head Office: 50 South La Salle Street, Chicago, Illinois 60603 U.S.A., incorporated with limited liability in the U.S. Global legal and regulatory information can be found at http://www.northerntrust.com/disclosures.