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) May 29, 2024

NORTHERN TRUST CORPORATION

(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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

        Compensatory Arrangements of Certain Officers.

(d) On May 29, 2024, the Board of Directors of Northern Trust Corporation (the “Corporation”) elected Chandra Dhandapani as a director of the Corporation. Ms. Dhandapani also was elected as a director 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. Dhandapani will be named.

As a member of the Corporation’s Board of Directors, Ms. Dhandapani 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. Dhandapani will be granted equity awards as a portion of her compensation for service through the Corporation’s 2025 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 her appointment, pursuant to the Corporation’s Non-Employee Director Compensation Plan.

Item 9.01.    Financial Statements and Exhibits

    (d) Exhibits:

Exhibit Number	Description
99.1	Press Release of Northern Trust Corporation, dated May 29, 2024.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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 hereunto duly authorized.

		NORTHERN TRUST CORPORATION
		(Registrant)
Dated:	May 29, 2024	By:	/s/ Brad A. Kopetsky
			Brad A. Kopetsky
			Executive Vice President, Deputy General Counsel and Corporate Secretary

EX-99.1

News Release Media Contact: Doug Holt (312) 557-1571 Dh124@ntrs.com http://www.northerntrust.com Northern Trust Names Chandra Dhandapani to Board of Directors CHICAGO, May 29, 2024 – Northern Trust (Nasdaq: NTRS) announced today the appointment of Chandra Dhandapani to its Board of Directors. Dhandapani is currently a senior advisor at CBRE Group, Inc., the world’s largest commercial real estate services and investment firm. She previously served as Chief Executive Officer of the firm’s Global Workplace Solutions (GWS) business segment, overseeing the delivery of services including facilities management, project management and transaction services to clients worldwide. Prior to that, she served in a dual role as CBRE’s Chief Transformation Officer, with executive oversight for People, Marketing, Supply Chain and Corporate Real Estate, and Chief Operating Officer of GWS. Earlier, she was responsible for leading the company’s digital strategy and all aspects of technology globally. Before joining CBRE, Dhandapani was a senior technology executive at Capital One Financial where she spent 17 years in various roles in technology, marketing & analytics, and operations. In her final role there, she served as Digital Transformation Leader and Chief Information Officer of the bank’s Financial Services division, comprised of Capital One Auto Finance, Mortgage, Home Equity and Home Loans Servicing. “We are very pleased to welcome Chandra to our Board of Directors,” Chairman and Chief Executive Officer Michael O’Grady said. “Chandra brings a deep range of technology, management and financial industry experience to Northern Trust and we will benefit greatly from her perspective.” Dhandapani earned a bachelor’s degree in Mathematics from Stella Maris College, India, an MBA in Marketing and Finance from the Institute of Rural Management Anand (IRMA), India, as well as a MBA in Information Systems from University of Texas at Arlington. She is a Board Trustee member at St. Mark's School of Texas, serving on the Education Committee and Committee on Trustees.

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 24 U.S. states and Washington, D.C., and across 22 locations in Canada, Europe, the Middle East and the Asia-Pacific region. As of March 31, 2024, Northern Trust had assets under custody/administration of US$16.5 trillion, and assets under management of US$1.5 trillion. For more than 130 years, Northern Trust has earned distinction as an industry leader for exceptional service, financial expertise, integrity and innovation. Visit us on northerntrust.com. Follow us on X (formerly Twitter) @NorthernTrust or Northern Trust Corporation on LinkedIn. 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 https://www.northerntrust.com/terms-and-conditions.

XML

Cover Page Cover Page	May 29, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Registrant Name	NORTHERN TRUST CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36609
Entity Tax Identification Number	36-2723087
Entity Address, Address Line One	50 South LaSalle Street
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60603
City Area Code	312
Local Phone Number	630-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000073124
Amendment Flag	false
Entity Address, City or Town	Chicago,
Document Information [Line Items]
Document Period End Date	May 29, 2024
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $1.66 2/3 Par Value
Trading Symbol	NTRS
Security Exchange Name	NASDAQ
Depositary Shares
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock
Trading Symbol	NTRSO
Security Exchange Name	NASDAQ