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) January 22, 2019

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))

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

(d) On January 22, 2019, the Board of Directors of Northern Trust Corporation (the “Corporation”) elected Marcy S. Klevorn and Siddharth N. (Bobby) Mehta as directors of the Corporation. Ms. Klevorn and Mr. Mehta also were elected as directors of The Northern Trust Company, the Corporation’s principal subsidiary, on such date. The Corporation’s Board of Directors has not yet determined to which committees of the Board Ms. Klevorn and Mr. Mehta will be named.

As members of the Corporation’s Board of Directors, Ms. Klevorn and Mr. Mehta will participate in the Corporation’s Non-Employee Director Compensation Plan and be eligible to participate in the Corporation’s 2018 Deferred Compensation Plan for Non-Employee Directors, each of which is described in the Corporation’s most recent proxy statement. Ms. Klevorn and Mr. Mehta each will be granted equity awards as a portion of their compensation for service through the Corporation’s 2019 Annual Meeting of Stockholders in an amount consistent with the awards granted annually to non-employee directors, prorated to account for the effective date of their appointment, pursuant to the Corporation’s Non-Employee Director Compensation Plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1     Press Release of Northern Trust Corporation, dated January 22, 2019.        

SIGNATURE

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)
Date:	January 22, 2019	By:	/s/ Susan C. Levy
			Susan C. Levy
			Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Number	Description
99.1	Press Release of Northern Trust Corporation, dated January 22, 2019.

EX-99.1

Exhibit 99.1

News Release

Investor Contact: Mark Bette (312) 444-2301 Mark.Bette@ntrs.com Media Contact: Doug Holt (312) 557-1571 Doug.Holt@ntrs.com

http://www.northerntrust.com

Northern Trust Names Marcy Klevorn, Bobby Mehta to Board

CHICAGO, January 22, 2019 - Northern Trust Corporation (Nasdaq: NTRS) announced today that two new members have been elected to its board of directors: Marcy Klevorn, executive vice president and president, Mobility, at Ford Motor Company; and Siddharth “Bobby” Mehta, former president and chief executive officer of TransUnion.

“We are pleased to announce two significant additions to our board,” Northern Trust Chief Executive Officer Michael O’Grady said. “Marcy will contribute her expertise in the application of cutting-edge technologies, and Bobby brings a wealth of financial services experience. I am confident that both their perspectives will add to our continued success.”

Klevorn has served as executive vice president and president, Mobility, of Ford since June 2017. In this role, she oversees Ford Smart Mobility LLC, which was formed to accelerate the company's plans to design, build, grow and invest in emerging mobility services, as well as Ford Autonomous Vehicles LLC, which encompasses all aspects of its self-driving vehicle business operations, and Global Data, Insight and Analytics. Klevorn served as group vice president, Information Technology and chief information officer from 2015 to 2017 and as director, Office of the Chief Information Officer from 2013 to 2015. She has served in a variety of positions since joining Ford in 1983. Klevorn is also a director of Pivotal, a cloud-based software platform company headquartered in San Francisco.

Mehta led TransUnion, a global provider of credit and information management services, from 2007 through 2012. From 1998 to 2007, Mehta held a variety of senior positions at Household International, HSBC Finance Corporation and HSBC North America Holdings, including chief executive officer of HSBC North America Holdings, chief executive officer of HSBC Finance Corporation and group executive (Credit Cards) at Household International. Prior to that, he was a senior vice president at the Boston Consulting Group and co-head of the firm's North American Financial Services Practice. He is currently on the boards of The AllState Corporation, TransUnion, Entrust Datacard Corporation, Decision Resources Group, Piramal Enterprises Ltd. and Avant. Additionally he serves on non-profit boards including the Field Museum and the Chicago Public Education Fund.

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 a global presence with offices in 20 U.S. states and Washington, D.C., and across 23 locations in Canada, Europe, the Middle East and the Asia-Pacific region. As of September 30, 2018, Northern Trust had assets under custody/administration of US$10.8 trillion, and assets under management of US$1.1 trillion. 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.