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): March 6, 2015

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
0-5965	36-2723087
(Commission File Number)	(IRS Employer Identification No.)

50 South LaSalle Street, Chicago, Illinois, 60603

(Address of principal executive offices, including 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 230.425)

¨ 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 March 6, 2015, the Board of Directors of Northern Trust Corporation (the “Corporation”) elected Donald Thompson as a director of the Corporation and The Northern Trust Company, the Corporation’s principal subsidiary. The Board of Directors has not yet determined the committees of the Board to which Mr. Thompson will be named.

Mr. Thompson will participate in the Corporation’s non-employee director compensation program. Effective January 1, 2015, non-employee directors of the Corporation receive an annual retainer of $220,000 for their service, paid 50% in cash and 50% in restricted stock units. Non-employee directors serving as the Chair of any Board committee receive an additional $15,000 annually, directors serving on the Audit Committee (including the Chair) receive an additional $5,000 annually, and the lead director receives an additional $25,000 annually. On March 6, 2015, Mr. Thompson was granted 213 restricted stock units, representing a prorated portion of the annual restricted stock unit grant made to non-employee directors at the Corporation’s 2014 Annual Meeting of Stockholders. These restricted stock units will vest on April 21, 2015, the date of the Corporation’s 2015 Annual Meeting of Stockholders. Mr. Thompson also is eligible to participate in the Northern Trust Corporation 1997 Deferred Compensation Plan for Non-Employee Directors.

Item 8.01. Other Events.

On March 9, 2015, the Corporation issued a press release announcing the election of Mr. Thompson to the Board of Directors of the Corporation and The Northern Trust Company. 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.

99.1 Press Release of Northern Trust Corporation, dated March 9, 2015

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 (Registrant)
Dated: March 9, 2015	By:	/s/ Stephanie S. Greisch
		Name:	Stephanie S. Greisch
		Title:	Corporate Secretary

EXHIBIT INDEX

Number	Description
99.1	Press Release of Northern Trust Corporation, dated March 9, 2015

EX-99.1

Exhibit 99.1

News Release

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

http://www.northerntrust.com

Northern Trust Announces New Director Appointment

CHICAGO, March 9, 2015 – Northern Trust Corporation (Nasdaq: NTRS) announced today that Donald Thompson, retired President and Chief Executive Officer of McDonald’s Corporation, has been elected to its board of directors.

“We are delighted to welcome Don Thompson to our board,” Northern Trust Chairman and Chief Executive Officer Frederick H. Waddell said. “He brings deep management and board experience from the perspective of complex, multinational corporations and his input will significantly add to Northern Trust’s continued success.”

Before retiring from McDonald’s Corporation, Thompson served as President and Chief Executive Officer since 2012. Thompson joined McDonald’s in 1990 and held a variety of key leadership positions, including President of McDonald’s USA, the company’s largest business segment, and global Chief Operating Officer. He also served as a director of McDonald’s Corporation from 2011 to March 1, 2015 and of Exelon Corporation from 2007 to 2013.

Thompson serves on the Board of Trustees of Northwestern Memorial Hospital and Purdue University. He is a member of the Civic Committee of the Commercial Club, The Economic Club, World Business Chicago and the Arthur M. Brazier Foundation.

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 December 31, 2014, Northern Trust had assets under custody of US$6 trillion, and assets under management of US$934 billion. For 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.

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