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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) January 22, 2025

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)
Delaware001-36609 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 classTrading SymbolName of each exchange on which registered
Common Stock, $1.66 2/3 Par ValueNTRSThe NASDAQ Stock Market LLC
Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock
NTRSOThe 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 January 22, 2025, the Board of Directors of Northern Trust Corporation (the “Corporation”) elected Robert Moritz and Richard Petrino as directors of the Corporation, effective March 1, 2025 and January 22, 2025, respectively. On January 22, 2025, Messrs. Moritz and Petrino were also elected as directors of The Northern Trust Company, the Corporation’s principal subsidiary, with effective dates identical to those applicable to their service as directors of the Corporation. The Corporation’s Board of Directors has not yet determined to which committees of the Board Messrs. Moritz and Petrino will be named.

As members of the Corporation’s Board of Directors, Messrs. Moritz and Petrino 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. Messrs. Moritz and Petrino will be granted equity awards as a portion of their 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 their respective appointments, pursuant to the Corporation’s Non-Employee Director Compensation Plan.


Item 9.01.    Financial Statements and Exhibits

    (d) Exhibits:
Exhibit NumberDescription
104The 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:January 22, 2025By:/s/ Brad A. Kopetsky
Brad A. Kopetsky
Executive Vice President, Deputy General Counsel and Corporate Secretary

News Release Investor Contact: Jennifer Childe 312-444-3290 Jennifer.Childe@ntrs.com Media Contact: Doug Holt 312-662-8315 Doug.Holt@ntrs.com http://www.northerntrust.com FOR IMMEDIATE RELEASE Northern Trust Names Robert Moritz, Richard Petrino to Board of Directors CHICAGO, JANUARY 22, 2025 — Northern Trust (Nasdaq: NTRS) announced today the appointments of Robert (Bob) Moritz and Richard (Rick) Petrino to its board of directors. Moritz, the former global chairman of PricewaterhouseCoopers (PwC), will join the Northern Trust Board of Directors effective March 1, 2025. Petrino, a former American Express Company executive, joins effective immediately. “I am pleased to welcome Bob and Rick to the Northern Trust Board of Directors,” Chairman and Chief Executive Officer Michael O’Grady said. “They each bring strategic, global perspectives and deep financial expertise that will be highly relevant to Northern Trust as it continues to serve our clients as a trusted financial partner. I am confident their leadership will contribute to Northern Trust’s continued success.” As PwC global chairman, Moritz led the international network’s leadership teams, set strategy, and enhanced the PwC brand through service to its stakeholders and clients. Prior to becoming global chairman in 2016, he served in a variety of leadership roles including U.S chairman and senior partner; U.S. Assurance leader and managing partner for the New York region; and leader of the U.S. Financial Services Audit and Business Advisory practice, which included the banking, capital markets, insurance, investment management, and real estate sectors. Moritz also spent three years with PwC Japan, providing audit and advisory services to European and U.S.-based financial services organizations in Asia.

 
Moritz is a member of the Walmart (NYSE: WMT) board of directors. He is a member of the International Business Council of the World Economic Forum and a director of the Oswego University Foundation, as well as a member of the board of Generation Unlimited. Petrino held several leadership roles during his nearly three decades at American Express Company, most recently serving as chief operating officer of American Express National Bank, where he was a member of the American Express Executive Committee, responsible for steering the company’s strategic direction and key policies. Prior to that, Petrino’s roles included: executive vice president, corporate controller, and chief accounting officer; senior vice president, chief operational risk officer, and global head of oversight; and senior vice president and head of global capital markets, treasury. In addition to his executive roles, Petrino was previously a member of the Global Business Travel Group [NYSE: GBTG] board of directors and the American Express National Bank board of directors. 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 September 30, 2024, Northern Trust had assets under custody/administration of US$17.4 trillion, and assets under management of US$1.6 trillion. For more than 135 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 Instagram @northerntrustcompany or Northern Trust 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.

 
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Jan. 22, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 22, 2025
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
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Document Information [Line Items]  
Document Period End Date Jan. 22, 2025
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
Northern (NASDAQ:NTRSO)
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