NOTICE & PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Northern Trust Corporation

50 South La Salle Street

Chicago, Illinois 60603

March 4, 201410, 2015

Dear Stockholder:

You are cordially invited to attend the Northern Trust Corporation 20142015 Annual Meeting of Stockholders on Tuesday, April 15, 2014,21, 2015, at 10:30 ama.m., Central Time, at our corporate headquarters at 50 South La Salle Street in Chicago, Illinois.

For nearlymore than 125 years, our stockholders’ support has been essential to Northern Trust’s stability and success.Your vote plays a vital role and is very important for our future. Whether or not you plan to attend the Annual Meeting, I urge you to vote your shares as promptly as possible.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement provide you with information about each proposal to be considered at the Annual Meeting, as well as other information you may find useful in voting your shares. If you plan to attend the Annual Meeting, please review the information on admittance procedures in the accompanying Proxy Statement.

If you choose not to attend in person, you may vote your shares by Internet or telephone. If you received a paper copy of the proxy materials, you also may complete, sign, date, and return your proxy card in the enclosed envelope. Instructions for voting by Internet or telephone can be found on your proxy card or your Notice Regarding the Availability of Proxy Materials.

Thank you for your continued support of Northern Trust Corporation, and your contribution to the future of our company.

Sincerely,

Frederick H. Waddell Chairman of the Board and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 4, 201410, 2015

By order of the Board of Directors,

Stephanie S. Greisch

Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDERANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 15, 201421, 2015

This Proxy Statement, the 2013other proxy materials, our Annual Report to Stockholders,on Form 10-K for the year ended December 31, 2014 and a link to the means to vote by Internet or telephone are available at https://materials.proxyvote.com/665859.

TABLE OF CONTENTS

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PROXY STATEMENT

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Northern Trust Corporation (the “Corporation”) for use at the Corporation’s Annual Meeting of Stockholders to be held on Tuesday, April 15, 2014.21, 2015 (the “Annual Meeting”). On or about March 4, 2014,10, 2015, we began mailing or otherwise making available our proxy materials, including a copy of our Annual Report on Form 10-K for the year ended December 31, 2014, to all stockholders entitled to vote at the Annual Meeting. Our proxy materials include our 2013 Annual Report to Stockholders, which contains detailed information about the Corporation’s activities and financial performance in 2013.

GENERAL INFORMATION

A Notice Regarding the Availability of Proxy Materials

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), for some of our stockholders we are providing access to our proxy materials via the Internet. The rules permit us to send a Notice Regarding the Availability of Proxy Materials (the “Notice”) to stockholders of record and beneficial owners. All stockholders have the ability to access the proxy materials on the website referred to in the Notice, www.proxyvote.com, or to request a printed set of proxy materials on this site or by calling toll-free 1-800-690-6903. Complete instructions for accessing the proxy materials on the Internet or requesting a printed copy may be found in the Notice. In addition, stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail on the website above or when voting electronically.

Electronic Access to the Proxy Materials

The Notice provides instructions regarding how to view our proxy materials for the Annual Meeting on the Internet and how to instruct us to send our future proxy materials to you electronically by e-mail.

Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual stockholders’ meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Who May Vote

Record holders of the Corporation’s common stock at the close of business on February 18, 201423, 2015 may vote at the Annual Meeting. On that date, the Corporation had 237,309,755233,620,101 shares of common stock outstanding. The shares of common stock held in the Corporation’s treasury will not be voted.

You are entitled to one vote for each share of common stock that you owned of record at the close of business on February 18, 2014.23, 2015. The proxy card or Notice, as applicable, indicates the number of shares you are entitled to vote at the Annual Meeting.

Voting Your Proxy

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares promptly.

If you are a “stockholder of record” (that is, you hold your shares of the Corporation’s common stock in your own name), you may vote your shares by proxy using any of the following methods:

The Internet and telephone voting procedures set forth on the Notice and the proxy card are designed to authenticate stockholders’ identities, to allow stockholders to provide their voting instructions and to confirm that their instructions have been properly recorded. If you vote by Internet or telephone, you should not return your proxy card.

If you are a “beneficial owner,” also known as a “street name” holder (that is, you hold your shares of the Corporation’s common stock through a broker, bank or other nominee), you will receive from the record holder, in the form of a Notice or otherwise, voting instructions (including instructions, if any, on how to vote by Internet or telephone) that you must follow in order to have your shares voted at the Annual Meeting. Under the rules of various national and regional securities exchanges, brokers, banks and other nominees that hold securities on behalf of beneficial owners generally may vote on routine matters even if they have not received voting instructions from the beneficial owners for whom they hold securities, but are not permitted to vote on nonroutine matters unless they have received such voting instructions. While the ratification of the appointment of an issuer’s independent registered public accounting firm generally is considered to be a routine matter, the election of directors, executive compensation matters and stockholder proposals generally are considered to be nonroutine matters.IfThus, if you fail to provide your specific voting instructions, your broker may only vote your shares on the ratification of the appointment of the Corporation’s independent registered public accounting firm.Consequently, it is important that you communicate your voting instructions so your vote can be counted by using any of the following methods:methods so your vote can be counted:

If you own shares of common stock as a participant in The Northern Trust Company Thrift-Incentive Plan (“TIP”), or as a participant in any other employee benefit plan of the Corporation, your proxy card will cover the shares credited to each of your plan accounts. The completed proxy card (or vote by Internet or telephone) will serve as your voting instructions to the TIP trustee. To allow sufficient time for voting by the trustee, your voting instructions must be received by 11:59 p.m., Eastern Time, on April 11, 2014.16, 2015.

Whether you vote by Internet, telephone or mail, your shares will be voted in accordance with your instructions. If you sign, date and return your proxy card without indicating how you want to vote your shares, the proxy holders will vote your shares in accordance with the following recommendations of the Board of Directors:Board:

The proxy holders are authorized to vote as they shall determine in their sole discretion on any other business that may properly come before the Annual Meeting.

Revoking Your Proxy

You may revoke your proxy at any time before it is voted at the Annual Meeting by:

If you hold your shares in the name of your broker, bank or other nominee and wish to revoke your proxy, you will need to contact that party to revoke your proxy.

Voting in Person

You may come to the Annual Meeting and vote your shares in person by obtaining and submitting a ballot that will be provided at the meeting. However, if your shares are held by a broker, bank or other nominee in street name, to be able to vote at the meeting you must obtain a proxy, executed in your favor, from the record holder of your shares, indicating that you were the beneficial owner of the shares at the close of business on February 18, 2014, the record date for voting.23, 2015.

Householding Information

We are delivering only one annual reportAnnual Report on Form 10-K and proxy statementProxy Statement (or, as applicable, the Notice) to stockholders of record stockholders who share the same address unless they have notified us that they wish to continue receiving multiple copies. This practice, known as “householding,” reduces duplicate mailings, saves printing and postage costs as well as natural resources and will not affect dividend check mailings. If you wish to receive separate copies of future proxy materials, please contact Broadridge toll free at 1-800-542-1061 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Stockholders who wish

to receive a separate set of proxy materials now should contact Broadridge at the same telephone number or mailing address and the materials will be delivered to you promptly upon your request.

If you and other stockholders of record with whom you share an address currently receive multiple copies of our proxy materials or if you hold our stock in more than one account, and, in either case, you wish to receive only a single copy of such materials in the future, please contact Broadridge at the telephone number or mailing address above with the names in which all accounts are registered and the name of the account for which you wish to receive mailings.

Quorum and Vote Required for Approval

A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist if a majority of the outstanding shares entitled to vote at the meeting is present in person or by proxy at the AnnualMeeting.Annual Meeting. Abstentions and broker non-votes,nonvotes, if any, will be counted as present for purposes of establishing a quorum. A “broker non-vote”nonvote” will occur when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.Brokers As noted above, brokers, banks and other nominees generally cannot vote your shares on the election of directors, executive compensation matters or stockholder proposals without your specific instructions. Please return your proxy card or voting instruction form, as applicable, or vote by Internet or telephone so your vote can be counted. InspectorsAn inspector of election appointed for the Annual Meeting will tabulate all votes cast in person or by proxy at the Annual Meeting. In the event a quorum is not present at the Annual Meeting, we expect that the Annual Meeting will be adjourned or postponed to solicit additional proxies.

The following table indicates the vote required for approval of each item to be presented to the stockholders at the Annual Meeting and the effect of “withhold” votes, abstentions and broker non-votes.nonvotes.

Solicitation of ProxiesProxies; Costs

The Corporation will pay all costsbear the cost of solicitingpreparing, printing and mailing the materials in connection with this solicitation of proxies. In addition to mailing these materials, the Corporation’s officers and other employees may, without being additionally compensated, solicit proxies personally and by mail, telephone or electronic communication. The Corporation will reimburse banks and brokers for their reasonable out-of-pocket expenses related to forwarding proxy materials to beneficial owners of stock or otherwise in connection with this solicitation. In addition, the Corporation has retained Georgeson Inc. to assist within the solicitation of proxies for a fee of approximately $13,500, plus reimbursement of reasonable out-of-pocket expenses.

ADMITTANCE TO THE ANNUAL MEETING

Stockholders at the close of business on the record date, February 18, 2014,23, 2015, or their duly appointed proxies, may attend our Annual Meeting at our corporate headquarters on April 15, 201421, 2015 at 10:30 ama.m., Central Time. Registration will begin at 9:30 am.a.m. Our corporate headquarters are located at 50 South La Salle Street (northwest corner of La Salle Street and Monroe Street) in Chicago, Illinois.

In order to be admitted to the meeting, you must bring documentation showing that you owned the Corporation’s common stock at the close of business on the record date, February 18, 2014.23, 2015. Acceptable documentation includes an admission ticket, a Notice Regarding the Availability of Proxy Materials or any other proof of ownership of the Corporation’s common stock at the close of business on February 18, 2014.23, 2015. A brokerage statement or letter from a bank or broker reflecting your holdings at the close of business on February 18, 201423, 2015 is an example of such other proof of ownership. Your admission ticket is located on the top portion of the rear side of your proxy card or on the left side of your voting instruction form if your shares are held by a broker, bank or other nominee in street name. You maywill be asked to present valid picture identification, such as a driver’s license or passport. For safety and security reasons, cameras and recording devices will not be permitted in the meeting.

ITEM 1—ELECTION OF DIRECTORS

Stockholders will be asked to elect 11eleven directors at this year’sthe Annual Meeting of Stockholders.Meeting. Set forth below is detailed information with respect to the 11eleven nominees, alleach of whom areis currently serving as directorsa director of Northern Trustthe Corporation (the “Corporation” or “Northern Trust”) and its principal subsidiary, The Northern Trust Company (the “Bank”). Edward J. MooneyIncluded in the incumbent directors nominated for re-election are Dean M. Harrison and Donald Thompson, who were recently appointed as directors of the Corporation by the Board, effective January 1, 2015 and March 6, 2015, respectively, in accordance with the Corporation’s By-laws and pursuant to the recommendation of the Corporation’s Chairman and CEO and Lead Director. Current directors not standing for re-election are Nicholas D. Chabraja, who has not been nominated for re-election as he has reachedin accordance with the director retirement age under the Corporation’s Corporate Governance Guidelines. Mr. MooneyGuidelines, and Robert W. Lane, who has notified the Board that he intends to retire from service as a director effective upon the conclusion of his current term at the Annual Meeting. Messrs. Chabraja and Lane have served as a membermembers of the Board of Directors since 1996.2007 and 2009, respectively.

Each of the 11eleven director nominees has consented to serve as a director if elected at this year’sthe Annual Meeting. Each nominee elected as a director will serve until the next Annual Meeting of Stockholders and until his or her successor is elected and qualified. If any nominee is unable to serve as a director at the time of the Annual Meeting, your proxy may be voted for the election of another nominee proposed by the Board of Directors (the “Board”) or the Board may reduce the number of directors to be elected at the Annual Meeting.

Under the majority voting policy as set forth in the Corporation’s By-laws, a nominee for director in an uncontested election (such as this year’s election where the only nominees are those recommended by the Board of Directors)Board) must receive the affirmative vote of a majority of the votes present and votingcast at a meeting of stockholders. In contested elections, the affirmative vote of a plurality of the votes present and votingcast will be required to elect a director. The Corporation’s Corporate Governance Guidelines require an incumbent director who fails to receive the affirmative vote of a majority of the votes present and votingcast in an uncontested election at a meeting of stockholders to submit his or her resignation with suchfollowing certification of the stockholder vote. Such resignation towill first be considered by the members of the Corporate Governance Committee (other than the tendering director, if applicable), who will recommend to the Board whether to accept or reject the resignation after considering all factors deemed relevant by the Committee, including, without limitation, any stated reasons why stockholders did not support such director, the length of service and qualifications of such director, the director’s contributions to the Corporation and the Corporation’s Corporate Governance Guidelines. The Board other(other than such incumbent director. In such event, the Board of Directorstendering director) will then act to accept or reject the incumbent director’s resignationCommittee’s recommendation no later than 90ninety days following the date of the stockholders’ meeting.meeting after considering the factors considered by the Committee and such additional information and factors as the Board believes to be relevant.

The Board of Directors unanimously recommends that you voteFOR the election of each nominee.

INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

The following information about the nominees for election to the Board of Directors of the Corporation at the 2014 Annual Meeting of Stockholders is as of December 31, 2013,2014, unless otherwise indicated.

		LINDA WALKER BYNOE, Director since 2006, Age 6162   President and Chief Executive Officer,Telemat Ltd. since 1995 (project management and consulting firm). since 1995.   Ms. Bynoe is a director of Anixter International Inc. and Prudential Retail Mutual Funds and a trustee of Equity Residential. She is a former director of Simon Property Group, Inc.   The Board of Directors concluded that Ms. Bynoe should serve as a director based on her diverse consulting and investment experience, her expertise in public accounting, corporate governance, managing a private equity investment portfolio and strategy development and her experience as a director of financial services and other complex global corporations.
		NICHOLAS D. CHABRAJA, Director since 2007, Age 71 Retired Chairman and Chief Executive Officer, General Dynamics Corporation (global defense, aerospace, and other technology products manufacturer). Mr. Chabraja served as Chief Executive Officer of General Dynamics Corporation from 1997 to 2009 and as Chairman from 1997 to 2010. Mr. Chabraja is a director of General Dynamics Corporation and the non-executive chairman of Tower International, Inc. The Board of Directors concluded that Mr. Chabraja should serve as a director based on his experience leading a complex global corporation and risk oversight experience as Chairman and Chief Executive Officer of General Dynamics Corporation.

		SUSAN CROWN, Director since 1997, Age 5556   Vice President, Henry Crown and Company since 1984 (global company with diversified investments in banking, transportation, manufacturing, real estate and other industries), since 1984,Chief Executive Officer, Owl Creek Partners LLPLLC since 2010 (venture capital investment vehicle), since 2010, andChairman and Founder, Susan Crown Exchange Inc. (SCE) since 2009 (social investment organization that connects talent and innovations with market forces to drive social change). since 2009.   Ms. Crown is a director of Illinois Tool Works Inc. and Vice Chair of the Board of Trustees of Rush University Medical Center in Chicago. Ms. Crown is a former trustee of Yale University.   The Board of Directors concluded that Ms. Crown should serve as a director based on her experience at Henry Crown and Company, her leadership and risk oversight experience as a director of Illinois Tool Works Inc., and her extensive experience with civic and not-for-profit organizations. The Boardboard also considered the valuable perspective on governance and corporate responsibility matters that Ms. Crown brings through her current and former Boardboard service at various large organizations, both commercial and not-for-profit.
		DEAN M. HARRISON, Director since 2015, Age 60 President and Chief Executive Officer, Northwestern Memorial HealthCare (the primary teaching affiliate of Northwestern University Feinberg School of Medicine and parent corporation of Northwestern Memorial Hospital) since 2006. Mr. Harrison served as President of Northwestern Memorial Hospital from 1999 to 2006. Mr. Harrison also serves as chairman of the Illinois Hospital Association. The Board concluded that Mr. Harrison should serve as a director based on his extensive experience leading a large, complex organization in a highly regulated industry.

		DIPAK C. JAIN, Director since 2004, Age 5657   Chaired ProfessorDirector, Sasin Graduate Institute of Marketing at INSEADBusiness Administration (international graduate business school). since July 2014. Mr. Jain served as the INSEAD Chaired Professor of Marketing from 2013 to July 2014 and the Dean of INSEAD from 2011 to 2013 and became the INSEAD Chaired Professor of Marketing in 2013. Previously, Mr. Jain served as a member of the faculty of Northwestern University’s Kellogg School of Management in a number of capacities, including as Dean Emeritus from 2009 to 2011, Dean from 2001 to 2009, Associate Dean for Academic Affairs from 1996 to 2001, and Sandy and Morton Goldman Professor in Entrepreneurial Studies and Professor of Marketing. Mr. Jain is a visiting Professor of Marketing at the following institutions: Sasin Graduate Institute of Business Administration at Chulalongkorn University, Bangkok, Thailand; Nijenrode University, The Netherlands; WHU-Otto Beisheim Graduate School of Management, Koblenz, Germany; Indian School of Business, Hyderabad, India; Hong Kong University of Sciencefrom 1994 to 2001, and Technology, Hong Kong; and Recanati Graduate School of Business Administration at Tel Aviv University, Israel.Associate Dean for Academic Affairs from 1996 to 2001.   Mr. Jain is a director of Deere & Company, Reliance Industries Limited, India, and Global Logistics Properties Limited, Singapore. He is a former director of Hartmarx Corporation and Peoples Energy Corporation.   The Board of Directors concluded that Mr. Jain should serve as a director based on his academic experience, his business administration positions both in the United States and abroad, his global consulting experience, including his experience and research in marketing and competitive market analysis, and his experience as a director of other complex global corporations.

		ROBERT W. LANE, Director since 2009, Age 64 Retired Chairman and Chief Executive Officer, Deere & Company (global provider of agricultural, construction, and forestry equipment and financial services). Mr. Lane served as Chairman of Deere & Company from 2000 to 2010 and as Chief Executive Officer from 2000 to 2009. Mr. Lane is a director of Bayerische Motoren Werke (BMW) A.G., General Electric Company, and Verizon Communications Inc. He is a former director of Deere & Company. The Board of Directors concluded that Mr. Lane should serve as a director based on his experience leading a complex global corporation and risk oversight experience as Chairman and Chief Executive Officer of Deere & Company and as a director of other complex global corporations, including his global management experience.
		JOSE LUIS PRADO,Director since 2012, Age 5960   Retired President of Quaker Oats North America, a division of PepsiCo, Inc. (global food and beverage company), since 2011.. Mr. Prado served as President of Quaker Oats North America from 2011 to September 2014 and as President and Chief Executive Officer of Grupo Gamesa-Quaker, PepsiCo International, Monterrey, Mexico, from 2002 to 2010.   Mr. Prado joined PepsiCo in Mexico in 1984 and has served in a variety of positions at PepsiCo, including: Regional Vice President Andean Region, Frito-Lay International; President of PepsiCo Snacks Argentina, Buenos Aires, Argentina; and President of Frito-Lay Snacks Caribbean, San Juan, Puerto Rico. His early career at PepsiCo included assignments in sales, finance, and information technology.   The Board of Directors concluded that Mr. Prado should serve as a director based on his management and risk oversight experience at a complex global corporation and his substantial international experience.
		JOHN W. ROWE, Director since 2002, Lead Director since April 2010, Age 6869   Chairman Emeritus, Exelon Corporation(producer and wholesale marketer of energy) since 2012. Mr. Rowe served as Chairman and Chief Executive Officer of Exelon Corporation from 2002 to 2012.   Mr. Rowe is a director of Allstate Corporation, American DG Energy Inc., and SunCoke Energy, Inc. Mr. Rowe is a former director of Sunoco Corporation and Exelon Corporation.   The Board of Directors concluded that Mr. Rowe should serve as a director based on his management, regulatory, government relations and risk oversight experience as Chief Executive Officer at Exelon Corporation and(and, prior to that, at New England Electric System and Central Maine Power Company,Company) and his experience as a director of other complex corporations.

		MARTIN P. SLARK, Director since 2011, Age 5960   Vice Chairman and Chief Executive Officer, Molex Incorporated (manufacturer(manufacturer of electronic, electrical, and fiber optic interconnection products and systems) since 2005. Previously, Mr. Slark served as President and Chief Operating Officer of Molex Incorporated from 2001 to 2005.   Mr. Slark is a director of Molex Incorporated, Hub Group, Inc., and Liberty Mutual Insurance Company (not a public company).   The Board of Directors concluded that Mr. Slark should serve as a director based on his experience leading a complex global corporation and his risk oversight experience as Vice Chairman and Chief Executive Officer of Molex Incorporated and as a director of other complex global corporations.
[PHOTO]		DAVID H.B.H. B. SMITH, JR., Director since April 2010, Age 4748   Executive Vice President,Policy & Legal Affairs and General Counsel, Mutual Fund Directors Forum (nonprofit(nonprofit membership organization for investment company directors) since 2005. Previously, Mr. Smith held several positions at the U.S. Securities and Exchange Commission from 1996 to 2005, including Associate Director in the Division of Investment Management.   Mr. Smith is a director of Illinois Tool Works Inc. and a trustee of Carleton College.   The Board of Directors concluded that Mr. Smith should serve as a director based on his regulatory and leadership experience in the finance industry gained from his roles at the SECU.S. Securities and Exchange Commission and the Mutual Fund Directors Forum. The Board also considered that Mr. Smith’s interest as a beneficiary of a trust that holds a significant amount of the Corporation’s common stock further aligns his interests with the interests of the Corporation’s stockholders.
		DONALD THOMPSON, Director since 2015, Age 52 Retired President and Chief Executive Officer, McDonald’s Corporation (global foodservice retailer). Mr. Thompson served as President and Chief Executive Officer of McDonald’s Corporation from 2012 until March 1, 2015. Previously, Mr. Thompson served as President and Chief Operating Officer of McDonald’s Corporation from 2010 to 2012 and President of McDonald’s USA from 2006 to 2010. Mr. Thompson also served as director of McDonald’s Corporation from 2011 to March 1, 2015 and of Exelon Corporation from 2007 to 2013. The Board concluded that Mr. Thompson should serve as a director based on his management and board experience at other complex corporations.

		CHARLES A. TRIBBETT III, Director since 2005, Age 5859   Managing Director, Russell Reynolds Associates (global executive recruiting firm) since 1989,Chairman of the firm’s Leadership Assessment and Promotions Board since 2006, andCo-Leader of the firm’s CEO/Succession Planning and Board Services Practice since 1995.   The Board of Directors concluded that Mr. Tribbett should serve as a director based on his global leadership consulting experience evaluating and identifying senior management professionals and his leadership experience as a Managing Director of Russell Reynolds Associates.

		FREDERICK H. WADDELL, Director since 2006, Age 6061   Chairman of the Board of the Corporation and the Bank since 2009 andChief Executive Officer of the Corporation and the Bank since 2008. Previously, Mr. Waddell served as President of the Corporation and the Bank from 2006 to 2011, Chief Operating Officer of the Corporation and the Bank from 2006 to January 2008 and Executive Vice President of the Bank from 1997 to 2006 and of the Corporation from 2003 to 2006.   Mr. Waddell is a Class A Director of the Federal Reserve Bank of Chicago and a director of AbbVie, Inc.   Since joining Northern Trust in 1975, Mr. Waddell has held leadership positions in a variety of the Corporation’s business units.businesses. The Board concluded that Mr. Waddell should serve as a director based on his experience and ongoing responsibilities with respect to the Corporation’s businesses.

BOARD AND BOARD COMMITTEE INFORMATION

Our Board of Directors currently consists of twelvethirteen members. The Board of Directors has determined that each of the following eleventwelve current directors is independent in accordance with our independence standards, which conform with SEC rules and the listing standards of The NASDAQ Stock Market LLC (“NASDAQ”): Linda Walker Bynoe, Nicholas D. Chabraja (who is not standing for re-election), Susan Crown, Dean M. Harrison, Dipak C. Jain, Robert W. Lane Edward J. Mooney (who is not standing for re-election), Jose Luis Prado, John W. Rowe, Martin P. Slark, David H.B.H. B. Smith, Jr., Donald Thompson and Charles A. Tribbett III.

During 2013,2014, the Corporation’s Board of Directors held 10ten meetings. All persons who were directors during 20132014 attended at least 75% of these meetings and meetings of committees on which they served. In accordance with theOur Corporate Governance Guideline that statesGuidelines state that all directors are expected to attend theeach Annual Meeting of Stockholders,Stockholders. In accordance with this expectation, all of the current directors then serving attended the 20132014 Annual Meeting of Stockholders held on April 16, 2013.15, 2014.

Board Committees

The standing committees of the Board of Directors are the Audit Committee, the Business Risk Committee, the Business Strategy Committee, the Compensation and Benefits Committee, the Corporate Governance Committee and the Executive Committee. With the exception of the Executive Committee, all standing committees are composed solely of independent directors. Consequently, independent directors directly oversee critical matters and appropriately oversee the Chairman and CEO.

Each committee is governed by a written charter. These charters detail the duties and responsibilities of each committee and are available on the Corporation’s website at www.northerntrust.com.

Audit Committee

Current Members: Directors MooneySmith (Chair), Bynoe, Chabraja, Lane,Harrison, Jain and SmithPrado

Number of Meetings in 2013:2014: 5

The Audit Committee’s purpose is to oversee the accounting and financial reporting processes of Northern Trustthe Corporation and its subsidiaries and the audits of the consolidated financial statements of Northern Trust andsuch entities, as well as to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the organization’s accounting, auditing, financial reporting, internal financial control and legal compliance functions, of Northern Trust, including, without limitation,limitation: (i) assisting the Board’s oversight of (a) the integrity of Northern Trust’sthe organization’s consolidated annual and quarterly financial statements and earnings releases, filed on Form 8-K, (b) Northern Trust’sthe organization’s compliance with legal and regulatory requirements, (c) the Corporation’s public accountants’ qualifications and independence and (d) the performance of Northern Trust’sthe organization’s internal audit function and the Corporation’s public accountants,accountants; and (ii) preparing the report required to be prepared by the Committee pursuant to SEC rules for inclusion in the Corporation’s annual proxy statement.

The Board has determined that all members of the Audit Committee are independent under SEC rules and NASDAQ listing standards. The Board has also determined that all Audit Committee

members arehave the financial experience and knowledge required for service on the Committee, and has designated Mr. Smith as its “audit committee financial experts,expert,” as defined by SEC rules.

Business Risk Committee

Current Members: Directors BynoePrado (Chair), Mooney, Prado, Slark,Bynoe, Harrison and Smith

Number of Meetings in 2013:2014: 4

The purposeBusiness Risk Committee’s sole and exclusive function is responsibility for the risk-management policies of the Corporation’s global operations and oversight of the operations of the Corporation’s global risk-management framework. In furtherance of this function, the Business Risk Committee is to assistassists the Board in (i) discharging its oversight duties with respect to (a)to: (i) the risks inherent in the businesses of Northern Trustthe Corporation and its subsidiaries in the following categories: credit risk, market and liquidity risk, fiduciary risk, operational risk and the regulatory component of compliance risk, and (b)risk; (ii) the process by which risk-based capital requirements are determined, including Northern Trust’sthe organization’s internal capital adequacy assessment processprocess; and (ii) promoting a culture that encourages ethical conduct and compliance with applicable rules and standards.(iii) the resolution planning process.

The Board has determined that all members of the Business Risk Committee are independent under SEC rules and NASDAQ listing standards.

Business Strategy Committee

Current Members: Directors JainCrown (Chair), Prado,Jain, Lane and Slark and Tribbett

Number of Meetings in 2013:2014: 4

The purpose of the Business Strategy Committee is to assist the Board in discharging its oversight duties with respect to: (i) the strategic direction of the Corporation,Corporation; (ii) the strategic initiatives of the business unitsbusinesses of Northern Trust,the Corporation and its subsidiaries; (iii) the management of strategic risk for Northern Trust,the organization; and (iv) the (a) the integration of corporate social responsibility principles related to environmental and social practices into the strategic direction and strategic initiatives of Northern Trustthe organization and its business unitsbusinesses and (b) the governance of those practices.

The Board has determined that all members of the Business Strategy Committee are independent under SEC rules and NASDAQ listing standards.

Compensation and Benefits Committee

Current Members: Directors Chabraja (Chair), Crown, Jain, Mooney,Bynoe, Rowe, Slark and RoweTribbett

Number of Meetings in 2013:2014: 5

The principal purpose of the Compensation and Benefits Committee is to (i) assist the Board in discharging its duties and responsibilities relating to (a)to: (i) the compensation of the directors and executive officers of Northern Trust, (b) governancethe Corporation and oversightits subsidiaries; and (ii) the employee benefit and equity-based plans of Northern Trust’s compensation programs, and (c)the organization. The Committee also assists the Board with management development and succession planning and (ii) prepareprepares the report required to be prepared by the Committee pursuant to SEC rules for inclusion in the Corporation’s annual proxy statement.

The Board has determined that all members of the Compensation and Benefits Committee are independent under SEC rules and NASDAQ listing standards.

In 2013, the Committee engaged Aon Hewitt, a nationally recognized compensation and benefits consulting firm, as its independent compensation consultant. During 2013, Aon Hewitt provided compensation and benefits advice to the Committee, including information regarding

competitive market data, relevant legal and regulatory requirements, and corporate best practices in the compensation and benefits area. The primary representative of Aon Hewitt advising the Committee attended all meetings of the Committee at which 2013 executive compensation decisions were made. The Corporation paid Aon Hewitt approximately $50,000 for the services it provided to the Committee in 2013.

Aon Hewitt and its affiliates provided unrelated services to the Corporation and The Northern Trust Company Pension Plan during 2013. These services included benefit and retirement plan administration services, market data services, and other consulting services. Aon Hewitt and its affiliates were paid approximately $4.0 million in fees for these unrelated services. The primary representative of Aon Hewitt advising the Committee did not participate in the provision of any of these services. The specific fees paid to Aon Hewitt and its affiliates for these services were not approved in advance by the Board of Directors or the Committee; however, the Board of Directors and the Committee were aware of the other services being provided to the Corporation by Aon Hewitt and its affiliates.

The Committee considered the independence of Aon Hewitt in light of SEC rules and NASDAQ listing standards, which include the following factors: (i) other services provided to the Corporation by the consultant; (ii) fees paid by the Corporation as a percentage of the consulting firm’s total revenue; (iii) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the individual consultants involved in the engagement and a member of the Committee; (v) any company stock owned by the individual consultants involved in the engagement; and (vi) any business or personal relationships between the Corporation’s executive officers and the consulting firm or the individual consultants involved in the engagement. In connection with its evaluation of the independence of Aon Hewitt, the Committee considered the unrelated services that Aon Hewitt and its affiliates provide to the Corporation and The Northern Trust Company Pension Plan as further discussed above and concluded that the provision of these services did not present any conflict of interest.

In February 2014, the Committee engaged Compensation Advisory Partners to replace Aon Hewitt as its independent compensation consultant due to the retirement from Aon Hewitt of the Committee’s primary advisor.

Corporate Governance Committee

Current Members: Directors Rowe (Chair), Crown, Lane and Tribbett

Number of Meetings in 2013:2014: 5

The purpose of the Corporate Governance Committee is toto: (i) identify and recommend to the Board candidates for nomination or appointment as directors,directors; (ii) review the Board’s committee structure and recommend appointments to committees,committees; (iii) develop and recommend, to the Board, Corporate Governance Guidelines applicable to the Corporation,Corporation; (iv) advise the Board on the appointment of a successor in the event of the unanticipated death, disability or resignation of the Corporation’s CEO, after consultation with the Chairman of the Corporation’s Compensation and Benefits Committee,Committee; (v) oversee the procedures relating to stockholder communications with the Board and (v)review any proposals submitted by stockholders; and (vi) oversee the annual evaluation of the Board in conjunction with the Board’s Lead Director.and its committees.

The Board has determined that all members of the Corporate Governance Committee are independent under SEC rules and NASDAQ listing standards.

Executive Committee

Current Members: Directors Waddell (Chair), Bynoe, Chabraja, Jain, Mooney,Crown, Prado, Rowe and RoweSmith

Number of Meetings in 2013: 12014: 0

The Board appoints an Executive Committee so that there will be a committee of the Board empowered to act for the Board, to the full extent permitted by law, between meetings of the Board.Board if necessary and appropriate. The Board expects that theExecutive Committee will meet only infrequently and in special circumstances such as when, in the judgmentis composed of the Committee, prompt action is needed and it is not practical to convene a Board meeting, orChairman of the matter is not consequential enough to submit to the full Board and action is needed before the Board’s next regularly scheduled meeting.Chair of each of the other standing committees of the Board. The Executive Committee did not meet in 2013.2014.

CORPORATE GOVERNANCE

Director Independence

To be considered independent, the Board must affirmatively determine that a director has no relationship with Northern Trustthe Corporation which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and has no material relationship with Northern Trust (either directly or as a partner, shareholder or officer of an organization that has a relationship with Northern Trust). Northern Trust’sdirector. The Corporation’s Corporate Governance Guidelines require that the Board be composed of a majority of directors who meet the criteria for “independence” under theNASDAQ listing standards of The NASDAQ Stock Market.standards.

To assist the Board in making its independence determinations, the Board has adopted categorical standards. Under these standards, the following persons shall not be considered “independent”:

—

a director who is, or whose Family Member is, a partner in, a controlling stockholder of, or an executive officer of, any organization to which the Corporation made, or from which the Corporation received, payments for property or services in the current or any of the past three fiscal years that exceed the greater of $200,000 or 5% of the recipient’s consolidated gross revenuesrevenue for that year, other than payments arising solely from investments in the Corporation’s securities or payments under non-discretionarynondiscretionary charitable contribution matching programs.

“Family Member” means a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home.

As discussed above, the Board of Directors has determined that each current director (other than Mr. Waddell who serves as Chairman and CEO)CEO of the Corporation) is independent of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines and categorical standards.

In addition to the categorical standards, the Board also considers any transactions, relationships, or arrangements between the Corporation and a director that constitutes a related person transaction under the Northern Trust Corporation Policy and Procedures with respect toCorporation’s Related Person Transactions (the “Related Party Policy”).

For 2013,Policy described below. In assessing the independence of the Corporation’s directors, the Board considered the following categoriesfact that, during 2014, the Corporation or its subsidiaries provided financial services to each of its directors, or persons related to such directors, in the ordinary course of business. Services provided included trust and typesrelated services, brokerage services, asset servicing, asset management, securities lending, credit services and other banking services. These transactions were undertaken in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral for loan transactions) as those prevailing at the time for comparable transactions relationships,with other persons not related to the Corporation or any affiliated entities involved in the transactions. None of the transactions involved more than the normal risk of collectability or presented other unfavorable features. None of the transactions or any transactions in which the Corporation or any of its subsidiaries sold or purchased products and arrangements, someservices were material to the Corporation or affiliated entities involved in the transactions, and none require disclosure pursuant to Item 404(a) of which are covered byRegulation S-K of the Related Party Policy,Securities Exchange Act of 1934 (the “Exchange Act”). Any extensions of credit to directors and inexecutive

officers of the Corporation were permitted under the provisions of Section 13(k) of the Exchange Act. In each case, the Board determined that theythese relationships were immaterial and did not affect the independence of any director:director.

—

During 2013, the Corporation paid net underwriting discounts to, and received net referral fees from Loop Capital Markets LLC, an entity at which a member of Ms. Bynoe’s immediate family was employed until the third quarter of 2013. Ms. Bynoe’s family member did not undertake any work or play an advisory or supervisory role on the transactions with the Corporation and did not receive compensation based on the services Loop Capital Markets LLC provides or has provided to the Corporation. The discounts paid and net referral fees received were on non-preferential terms in the ordinary course of business. The discounts paid and net referral fees received amounted to less than 1.0% of the consolidated gross annual revenue of Loop Capital Markets LLC during the most recent completed fiscal year.

Related Person TransactionTransactions Policy

The Board, of Directors of the Corporation, through its Audit Committee, adopted thea written Related PartyPerson Transactions Policy to govern the review, approval, orand ratification of transactions between the Corporation or its subsidiaries and any related persons. “Related persons” means the Corporation’s directors, nominees for director, executive officers, greater than five percent beneficial owners, and members of their immediate family.family and any person other than a tenant or employee sharing their household. The Related PartyPerson Transactions Policy also covers transactions in which any Related Personrelated person has an indirect interest.

The Related PartyPerson Transactions Policy provides that the Corporation may undertake certain pre-approved related person transactions in the ordinary course of business without specific review, approval or ratification, including the following pre-approved transactions:

—

Certaincertain other ordinary course transactions in which the Corporation or its subsidiaries provide products or services to related persons on terms no less favorable to the Corporation and its subsidiaries as those prevailing at the time for comparable services to non-relatednonrelated persons;

Any other related person transaction involving amounts in excess of $120,000 must be approved or ratified by the Audit Committee or the Audit Committee Chair. In considering related person transactions, the Audit Committee or the Audit Committee Chair shallwill consider all relevant facts and circumstances and shall approve only those related person transactions that are in, or otherwise not inconsistent with, the best interests of the Corporation and its subsidiaries.

In 2013,As noted above, in 2014, certain related persons were clients of, and engaged in the types of transactions identified in the bullet points above with, the Corporation and one or more of its subsidiaries. These transactions were undertaken in the ordinary course of business and were made on substantiallyupon such other terms and conditions as permitted such transactions to qualify for pre-approval under the same terms (including interest rates and collateral for loan transactions)Related Person Transactions Policy. Further, as those prevailing at the time for comparable transactions with other persons not related to the Corporation or the Northern Trust entities involved in the transactions. Nonenoted above, none of the transactions involved more than the normal risk of collectability or presented other unfavorable features. None of the transactions or any transactions in which the Corporation or any of its subsidiaries sold or purchased products and services were material to the Corporation or the Northern Trust entities involved in the transactions, and none require

disclosure pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934. Any extensions of credit to directors and executive officers of the Corporation were permitted under the provisions of Section 13(k) of the Securities Exchange Act of 1934.Act.

Executive Sessions

The independent directors of the Corporation met in executive sessions separate from management six times during 2013.2014. The Lead Director or, in his absence, another independent director designated by the Lead Director presides at executive sessions of the independent directors.

Board Leadership Structure; Lead Director

The current leadership structure of the Board of Directors consists of a combined Chairman and CEO position and a Lead Director appointed annually by the Corporation’s independent directors.

The Board of Directors has determined that combining the positions of Chairman and CEO is the most appropriate for the Corporation at this time. Having one person as Chairman and CEO provides unified leadership and direction to the Corporation and strengthens the ability of the CEO to develop and implement strategic initiatives and respond efficiently in crisis situations. The Board believes the combination of the Chairman and CEO positions is appropriate in light of the substantial independent oversight provided by the Board of Directors.Board. The Board also believes that the desire for independent leadership of the Board is sufficiently balancedachieved by the prominent role of the Lead Director.

The Lead Director’s primary duties are described in the Corporation’s Corporate Governance Guidelines. Among other things, the Lead Director’s duties includeinclude: (i) approving meeting agendas for the Board and the nature of information sent to the Board,Board; (ii) approving Board meeting schedules to assure that there is sufficient time for discussion of all Board agenda items,items; (iii) the authority to call at any time a special meeting of the Board or a special executive session of the independent directors,directors; (iv) the authority to add items to the agenda of any regular or special meeting of the Board,Board; (v) preparing the agenda for all regular and any special executive sessions of the independent directors,directors; (vi) presiding at all regular and special meetings of the Board at which the Chairman is not present,present; (vii) presiding at all regular and any special executive sessions of the independent directors,directors; (viii) serving as a liaison between the independent directors and the Chairman and CEO, CEO;

(ix) conducting, by means of an interview with each independent director, the independent directors’ annual evaluation of the Chairman and CEO’s performance and then communicating the results to the Compensation and Benefits Committee and to the Chairman and CEO,CEO; (x) conducting, by means of an interview with each director, including the Chairman and CEO, the Board’s annual self-evaluation of its performance and then providing a summary report to the Board,Board; and (xi) meeting with regulators periodically separate from management, and (xii)  being available for consultation and direct communication with major stockholders. A copy of the Corporate Governance Guidelines is available on the Corporation’s website at www.northerntrust.com.

Risk Oversight

The Board of Directors provides oversight of risk management directly as well as through its Audit, Business Risk, Business Strategy, and Compensation and Benefits Committees.

The AuditBusiness Risk Committee providesassumes primary responsibility and oversight with respect to risks relating to financial reportingcredit risk, operational risk, fiduciary risk, compliance risk, market risk and liquidity risk, and the legal component of compliance risk. The Business Strategy Committee provides oversight with respect to strategic risk for the Corporation and its subsidiaries.

The Business RiskAudit Committee provides oversight with respect to financial reporting and legal risk, while the following risks inherent in Northern Trust’s businesses: credit risk, marketCompensation and liquidity risk, fiduciary risk, operational risk,Benefits Committee oversees the development and the regulatory component of compliance risk. The Board of Directors has approved a corporate risk appetite statement articulating the Corporation’s expectation that risk is consciously considered as part of strategic decisions and in day-to-day activities. The Corporation’s business units are expected to manage business activities consistent with the corporate risk appetite statement. For a further descriptionoperation of the risk management policies and practicesincentive compensation program of the Corporation’s management, see the section entitled “Management’s DiscussionCorporation and Analysis of Financial Condition and Results of Operations—Risk Management” in the Corporation’s 2013 Annual Report to Stockholders.

its subsidiaries. The Compensation and Benefits Committee at least annually conducts a review, with input of risk management personnel, ofreviews management’s assessment of the effectiveness of the Corporation’sdesign and performance of the incentive compensation arrangements and practices to assessin providing risk-taking incentives that are consistent with the extent to which suchsafety and soundness of the Corporation and its subsidiaries. This assessment includes an evaluation of whether these incentive compensation arrangements and practices discourage inappropriate risk-takingrisk taking behavior by participants and are consistent with the Corporation’s safety and soundness.

participants. The charters for the Audit, Business Risk, Business Strategy and Compensation and Benefits Committees provide that the Committees may meet with the individuals who supervise day-to-day risk management responsibilities of the Corporation and other members of management, consultants or advisors, as each Committeecommittee deems appropriate.

The Board has approved a corporate risk appetite statement articulating the Corporation’s expectation that risk be consciously considered as part of strategic decisions and in day-to-day activities. For a further description of the risk management policies and practices of the Corporation’s management, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management and —Liquidity and Capital Resources—Liquidity Risk Management” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014.

Corporate Governance Guidelines

The Corporation has had Corporate Governance Guidelines in place since 2000. The Corporate Governance Committee reviews and reassesses the adequacy of the Corporate Governance Guidelines at least annually and recommends any changes to the Board of Directors for approval. Northern Trust’sThe Corporation’s Corporate Governance Guidelines embody many of the Corporation’s long-standing practices and incorporate new policies and procedures that strengthen its commitment to corporate governance best practices. A copy of the Corporate Governance Guidelines is available on the Corporation’s website at www.northerntrust.com.

Code of Business Conduct and Ethics

The Board of Directors of the Corporation has adopted a Code of Business Conduct and Ethics to:

The Code of Business Conduct and Ethics satisfies applicable SEC and NASDAQ requirements and applies to all directors, officers (including the Corporation’s principal executive officer, principal financial officer and principal accounting officer and controller),officer) and employees of the Corporation and its subsidiaries. The Corporation intends to disclose any amendments to, or waivers from, the Code of Business Conduct and Ethics for directors and executive officers by posting such information on its website. A copy of the Code of Business Conduct and Ethics is available on the Corporation’s website at www.northerntrust.com.

Management Development and Succession Planning

The Compensation and Benefits Committee oversees executive management and succession planning. Pursuant to the Corporate Governance Guidelines and the charter for the Compensation and Benefits Committee, the Compensation and Benefits Committee conducts an annual management development and succession planning review. All of the Corporation’s directors are invited to, and typically all participate in, this review. Following the review, the Compensation and Benefits Committee makes recommendations concerning management development and succession planning. This management review process also includes a review of other senior employees of the Corporation, with a focus on developing internal candidates for advancement within the Corporation.

In connection with setting the compensation of the Corporation’s Chairman and CEO, the Compensation and Benefits Committee and the Board of Directors review the performance of the Chairman and CEO in light of the Chairman and CEO’s responsibilities to the Corporation, including the development of short-term and long-term strategic plans, goals and objectives, the development of an effective senior management team, positioning of the Corporation for current and future success and effective communications with all of the Corporation’s constituencies. These criteria, among others, would also be considered by the Board of Directors in evaluating any successor Chairman and CEO candidates.

In the event of the unexpected death, incapacity, or resignation of the Chairman and CEO, pursuant to its charter, the Corporate Governance Committee will discuss and make a recommendation to the Board, of Directors, after consultation with the Chairman of the Compensation and Benefits Committee, for an appropriate successor. The Board of Directors also has adopted a Business Continuity Plan that, among other things, delineates a process for appointing an interim Chairman and CEO in the event the Chairman and CEO becomes incapacitated.

Director Nominations and Qualifications

The Corporate Governance Committee is responsible for considering, evaluating, and recommending candidates for director. The Committee will consider persons nominated by stockholders in accordance with the nomination procedures specified in the Corporation’s By-laws or otherwise recommended by stockholders. The Corporation’s By-laws provide that stockholders may propose director nominations only if they give timely written notice, directed to the attention of the Corporation’s Corporate Secretary, at the address indicated on the cover page of this Proxy Statement, not less than 120 days nor more than 150 days prior to the anniversary date of the prior year’s Annual Meeting.Meeting of Stockholders. If such Annual Meeting of Stockholders is called for a date that is not within 30thirty days before or after the anniversary date of the prior year’s Annual Meeting of Stockholders, notice by the stockholder in order to be timely must be received within ten business days after notice of such subsequent Annual Meeting.Meeting of Stockholders is mailed or public disclosure of the date of such Annual Meeting of Stockholders is made, whichever occurs first. In either case, the notice must contain the information required by the Corporation’s By-laws. Stockholders may also recommend candidates for director by following the procedures for communicating with directors described below under “Communications with the Board and Independent Directors” on page 22.Directors.”

In its evaluation of director candidates, including persons recommended by stockholders, the Corporate Governance Committee considers the factors specified in the Corporation’s Corporate Governance Guidelines to ensure the Board has a diversity of perspectives and backgrounds, including the nature of the expertise and experience required for the performance of the duties of a director of a corporation engaged in the Corporation’s business and such matters as:as relevant business and industry experience, professional background, age, current employment, community service and other Boardboard service. The Committee also considers the racial, ethnic, and gender diversity of the Board in assessing candidates. The Committee seeks to identify, as candidates for director, persons with a reputation for and record of integrity and good business judgment whowho: (i) have experience in positions with a high degree of responsibility and are leaders in the organizations with which they are affiliated,affiliated; (ii) are free from conflicts of interest that could interfere with a director’s duties to the Corporation and its stockholders,stockholders; and (iii) are willing and able to make the necessary commitment of time and attention required for effective Board service. The Committee also takes into account a candidate’s level of financial literacy, and monitors the mix of skills and experience of the directors in order to assess whether the Board has the necessary tools to perform its oversight function effectively. A full listing of the characteristics and qualifications of director candidates considered by the Committee is set forth in the Corporate Governance Guidelines on the Corporation’s website at www.northerntrust.com. Following its evaluation process, the Committee recommends its director nominees to the full Board, of Directors, and the Board makes the final determination of director nominees based on its consideration of the Committee’s recommendation and report.

Stockholder Outreach

The Corporation recognizes the importance of stockholder engagement to help our investors understand our performance and strategies and to allow our stockholders to express their views on issues important to the Corporation. Accordingly, it is the Corporation’s practice to proactively and routinely engage with stockholders throughout the year. Consistent with our proactive engagement with stockholders, during 2013, we reached out to certain institutional stockholders to invite their feedback on governance issues, executive compensation, and other matters.

Communications with the Board and Independent Directors

Stockholders and other interested persons may communicate with any of the Corporation’s directors, including the Lead Director or the non-managementnonmanagement directors as a group, by writing a letter

addressed to the applicable director(s), c/o Northern Trust Corporation, 50 South La Salle Street, M-9, Chicago, Illinois 60603, Attention: Corporate Secretary. Northern Trust’sThe Corporation’s Corporate Secretary will forward communications directly to the Lead Director, unless a different director is specified.

Any stockholder or other interested person who has a particular concern regarding accounting, internal accounting controls, or other audit matters that he or she wishes to bring to the attention of the Audit Committee may communicate those concerns to the Audit Committee or its Chairman, using the address indicated above. Any written communication regarding accounting, internal accounting controls or other matters are processed in accordance with procedures adopted by the Audit Committee.

Securities Trading Policy and Policy Against Hedging

Our securities trading policy prohibits directors, employees, including our named executive officers, and certain of their family members from purchasing or selling any type of security, whether issued by us or another company, while such person ispersons are aware of material non-publicnonpublic information relating to the issuer of the security orand from providing such material non-publicnonpublic information to any person who may trade while aware of such information. This policy also prohibits directors, employees, and certain of their family members from engaging in short selling, margining and the pledging or hypothecation of Northern Trusthypothecating the Corporation’s securities, and from trading in options, warrants, puts, and calls or similar instruments on Northern Trust securities, except for pledging or hypothecation in connection with the cashless exercise of Northern Trust stock options.Corporation’s securities.

SECURITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table shows the beneficial ownership of the Corporation’s common stock as of December 31, 20132014 for each director, each named executive officer and all directors and named executive officers of the Corporation as a group.

* Less than 1%.

(1) Except as noted below, the nature of beneficial ownership for shares shown in this table is sole voting and/orand investment power (including shares as to which spouses and minor children of the individuals covered by this table have such power). As of December 31, 2013, the number of

(2) Amount includes restricted stock units payable on a one-for-one basis in shares of the Corporation’s common stock beneficially owned bythat are scheduled to vest within sixty days of December 31, 2014 in the following amounts: Mr. Waddell – 37,994 units; Mr. Bowman – 5,719 units; Mr. Fradkin – 11,873 units; Mr. Morrison – 11,873 units; Ms. Schreuder – 11,873 units; and all directors and executive officers as a group was 1.83%.– 124,413 units.

(2)(3) Amount of shares includes options that arewere exercisable as of December 31, 20132014 and options that become exercisable within 60sixty days thereafter.

(3)

(4) Mr. Harrison was appointed as a director of the Corporation effective January 1, 2015.

(5) Mr. Smith is co-trustee with another individual on two separate trusts. He shares voting and investment power for 500 shares held in one trust and 1,704 in another trust.trust, all of which such shares are reflected in the table. He is also a beneficiary of a trust that holds 1,362,880 shares. Asshares; as Mr. Smith has no investment or voting power with respect to these shares, they are not reflected in the table.

(6) Mr. Thompson was appointed as a director of the Corporation effective March 6, 2015.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Corporation’s directors, executive officers and beneficial owners of more than 10% of the Corporation’s stock to file with the SEC initial reports of ownership and reports of changes in ownership of any equity securities of the Corporation. Based solely on the Corporation’s review of the reports that have been filed by or on behalf of such reporting persons in this regard and written representations from such reporting persons that no other reports were required, the Corporation believes that all reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, were made on a timely basis during or with respect to 2013,2014, except for a Form 3 filed on August 22, 2014 reporting initial ownership information for Edward J. Mooney upon his appointment as an advisory director of the Corporation which should have been filed by July 25, 2014, and a Form 4 filed for the Corporation’s former Controller, Richard D. Kukla,Mr. Mooney on February 4, 2013August 22, 2014 to report a transaction that should have been reported by February 1, 2013.July 17, 2014.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table includes information concerning stockholders who were the beneficial owners of more than 5% of the outstanding shares of the Corporation’s common stock as of December 31, 2013. The beneficial ownership information for the Bank relates to shares held by trusts and other fiduciary accounts for which the Bank and its affiliates individually acted as sole or co-fiduciary.2014.

(1) As of December 31, 2013,2014, the Bank and its affiliates individually acted as sole or co-fiduciary with respect to trusts and other fiduciary accounts which owned, held or controlled through intermediaries the securities.shares. This aggregate number of shares includes 1,362,880 shares held by the trust described in footnote 35 to the “Security Ownership by Directors and Executive Officers” table in this Proxy Statement, or less than 0.6% of the outstanding common stock. Of these shares, the Bank and its affiliates had sole voting power with respect to 8,552,2488,427,770 shares, or 3.6% of the outstanding common stock, and they shared voting power with respect to 11,965,87211,648,715 shares, or 5.0% of the outstanding

common stock. They had sole investment power with respect to 2,143,7812,153,402 shares, or 0.9% of the outstanding common stock, and they shared investment power with respect to 13,072,50412,433,100 shares, or 5.5%5.3% of the outstanding common stock.

(2) These securitiesAs reported on a Schedule 13G/A filed on February 13, 2015. T. Rowe Price Associates, Inc. (“Price Associates”) has indicated that these shares are owned by various individual and institutional investors, for which T. Rowe Price Associates Inc. (Price Associates) serves as an investment adviser with power to direct investments and, in certain cases, sole power to vote the securities. For the purposes of the reporting requirements of the Securities Exchange Act, of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. Of these shares, Price Associates had sole voting power with respect to 5,084,4164,575,082 shares, or 2.1%2.0% of the outstanding common stock, and theyit did not have shared voting power with respect to any such shares. Price Associates had sole investment power with respect to all such shares.

(3) As reported on a Schedule 13G filed on February 6, 2015. Of the shares reported, BlackRock, Inc. (“BlackRock”) had sole voting power with respect to 10,566,300 shares, or 4.5% of the outstanding common stock, and it did not have shared voting power with respect to any shares reported. BlackRock had sole investment power with respect to all shares reported.

ITEM 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Dodd-Frank Wall Street ReformExchange Act, and Consumer Protection Act,the rules and regulations promulgated thereunder by the SEC, the Corporation is required to include in this Proxy Statement a separate resolution, subject to an advisory vote, to approve the compensation of our named executive officers as disclosed in this Proxy Statement (commonly referred to as a “Say-on-Pay” advisory vote). In a nonbinding, advisory vote on the frequency of future Say-on-Pay votes held at our 2011 Annual Meeting of Stockholders, stockholders voted in favor of conducting Say-on-Pay votes annually. In light of this result, and other factors considered by the Board, the Board has determined that the Corporation will hold Say-on-Pay votes on an annual basis until the next advisory vote on such frequency, which is expected to take place at the 2017 Annual Meeting of Stockholders. Accordingly, the Board of Directors is requesting that stockholders vote FOR approval of the following resolution:

“Resolved, that the compensation paid to the Corporation’s named executive officers, as disclosed in its Proxy Statement dated March 10, 2015, pursuant to Item 402 of Regulation S-K of the Securities Exchange Act, of 1934, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.”

As an advisory vote, this proposal is not binding on the Corporation. Although the vote is non-binding,nonbinding, the Board of Directors and the Compensation and Benefits Committee value the opinions of our stockholders and, consistent with past practice, will consider the outcome of the vote when determining compensation policies and making future compensation decisions for our named executive officers.

As outlined in the Compensation Discussion and Analysis that begins on page 2625 of this Proxy Statement, the Corporation’s executive compensation program is designed to attract, motivate and retain individuals who will contribute to the Corporation’s success and the creation of stockholder value. The Compensation and Benefits Committee believes that executive officers are most effectively motivated when their incentive compensation is tied to the Corporation’s overall performance as well as their individual performance. That is why a significant portion of each executive officer’s short-term and long-term incentive compensation is variable and depends on such performance. Long-term incentive compensation delivered through annual equity awards is the most significant element of the Corporation’s executive compensation program. The Compensation and Benefits Committee believes that this emphasis on equity-based compensation aligns the interests of executive officers with our stockholders, discourages inappropriate risk-taking, and encourages executive officers to appropriately consider and control risk factors, which furthers the Corporation’s risk-mitigation strategy. In addition, the Corporation has adopted policies, like stock ownership guidelines, and incorporated provisions into compensation plans, like forfeiture and clawback provisions, to ensure long-term focus and discourage inappropriate risk-taking by executive officers.

The Corporation’s conservatively managed executive compensation philosophy, coupled with its sound balance sheet and prudent business model, have contributed to the Corporation’s strong strategic and financial positioning, despite an increasingly regulated and a persistent low interest rate environment. In 2013,2014, the Corporation reported 2013revenue of $4.3 billion, net income of $731.3$811.8 million and diluted earnings per share of $2.99, and a pre-tax profit margin of 27.0%.$3.32. The Corporation’s 20132014 return on equity increased to 9.5%10.0% from 9.3%9.5% in the prior year. For the period endingyear ended December 31, 2013,2014, the Corporation’s average threethree- and five yearfive-year returns on equity were 9.2%9.6% and 10.1%9.5%, respectively, compared toin line with the peer grouppeer-group medians of 9.5%9.7% for each of such periods. Further, the Corporation’s average revenue growth of 5.9%, 4.7% and 4.7%2.7% over the one-, respectively.three- and five-year periods ended December 31, 2014, respectively, significantly outpaced peer-group median growth of 0.7%, 1.4% and (1.0)% over such periods.

The Board of Directors unanimously recommends that you voteFOR this proposal.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

In 2013,2014, the performance and achievements of our named executive officers helped Northern Trustthe Corporation deliver sound financial results in a challenging global economic environment and accelerate the strategic initiatives of the organization.organization in a continued challenging global economic environment. New business and our measured approach to managing the business contributed to the Corporation’s continued strong financial position.performance.

Appropriately linking the compensation of our named executive officers to the performance of our business is important to the continued growth and success of Northern Trust.the Corporation. Accordingly, performance is the most significant driver of compensation decisions. The following charts summarize our performance in 20132014 and highlight important considerations in the development, review and approval of our 20132014 named executive officers’ compensation.

2014 Performance (con’t)
Leadership Changes		—  At the Chairman and CEO’s direction, the Corporation made a number of leadership changes across the organization in 2014 —  These changes impacted each of the named executive officers, except for Mr. Waddell, and were designed to position the organization for faster growth and expand the experience of its leaders

2013Decisions and Actions (con’t)
2014 Compensation Decisions		—   Base salaries remainfor 2014 remained unchanged for named executive officers, except for Mr. O’Grady and Mr. MorrisonBowman —   Annual cashshort-term incentive awards — determined in 20142015 for 20132014 performance — reflect that earnings for 2013 increased 6.4% from the prior yearimprovement in key corporate performance metrics and growth in key businesses —   Long-term incentive compensation awarded as follows: —   50% as performance stock units (up from one-third in 2012) —   25% as stock options (down from one-third in 2012) —   25% as restricted stock units —  Expanded risk-based forfeiture and clawback provisions in certain equity awards beginning in February 2013
2014 Compensation Program Updates2015 Performance Stock Units		—   Performance stock units granted in 20142015 pay out at 100% only if the Corporation achieves aan average annual return on equity of 10%,10.25% over the three-year performance period, in line with the target return on equity range communicated externally

2013 Compensation Decisions for Named Executive Officers

In determining total compensation for the named executive officers, including Mr. Waddell, the Committee considered a variety of performance factors. The Committee considered the Corporation’s 2013 financial performance as well as each officer’s success in achieving his or her individual qualitative performance objectives. The Committee also considered the total compensation paid to similarly-situated executives by the Corporation’s peers. Although the same methodology is used to determine the compensation paid to the Chairman and Chief Executive Officer as for any other executive officer, Mr. Waddell’s compensation is measurably higher than the compensation paid to the other named executive officers due to his significantly greater responsibilities and obligations to the Corporation.

Chairman and ChiefGuiding Principles for Executive Officer

For his service as Northern Trust’s Chairman and Chief Executive Officer in 2013, Mr. Waddell received total compensation of $9,168,000, compared to $11,083,195 for 2012. Mr. Waddell’s compensation for 2013 reflects each of the elements of the Corporation’s 2013 performance presented on page 26 of this Proxy Statement as his leadership was instrumental to these achievements. Mr. Waddell’s compensation also reflects his role in developing the senior leaders of the Corporation and maintaining a strong group of leaders in our succession plan. Consistent with the Corporation’s philosophy of aligning pay with performance, the Committee determined that Mr. Waddell’s total 2013 compensation should compare favorably with the median compensation among the Corporation’s peer companies, relative to size, financial results, and stockholder returns.

Base Salary

The Committee determined that Mr. Waddell’s salary should remain unchanged for 2013, although it remained modestly lower than the 2012 salary of the Corporation’s peer group, adjusted for size, financial results, and stockholder returns.

Short-Term Annual Cash Incentive

Under the provisions of the Management Performance Plan, the Corporation’s reported earnings of $731.3 million in 2013 provided for a maximum funding opportunity for Mr. Waddell of $4,387,992. Taking into consideration available competitive market data, the Corporation’s 2013 performance, and Mr. Waddell’s success in achieving his individual qualitative performance objectives, the Committee set Mr. Waddell’s actual cash incentive award at $1,900,000 for 2013, as compared to $2,000,000 for 2012. The year over year decrease in the Chairman and CEO’s annual cash incentive award was consistent with the Corporation’s 2013 financial performance. Our earnings for 2013 increased 6.4% relative to 2012 and growth in new business was strong. The Corporation’s return on equity improved to 9.5% from 9.3% but was below our externally communicated target range. For 2013, Mr. Waddell’s individual qualitative performance objectives related to leadership, compliance, client service, corporate social responsibility, employee relations, communication, ethics, diversity, and the development of senior officers.

Long-Term Incentive

In determining the total long-term incentive award for Mr. Waddell, the Committee took into account the Corporation’s 2013 performance, as well as the median and total compensation paid by the Corporation’s peers, adjusted for size, financial results, and stockholder returns. Based on these factors, the Committee set the Chairman and CEO’s long-term incentive compensation award for 2013 performance at $6,650,000, equal to his long-term incentive award of $6,650,000 made in 2013 for 2012 performance.

Pension Benefits

In 2013, Mr. Waddell’s pension value decreased by $444,845, compared to an increase in 2012 of $3,839,003, primarily due to the increase in the discount rate used to calculate the pension from 4.25% to 5.00% at December 31, 2013. See “Pension Benefits” beginning on page 55 of this Proxy Statement for additional information on how benefits accrue under the Pension Plan.

Total Chairman and CEO Compensation

The chart below provides an overview of the Committee’s decisions with respect to the salary and incentive compensation awarded to the Chairman and CEO for his 2013 and 2012 performance. As illustrated in the chart, the Chairman and CEO’s salary and incentive compensation decreased by 1% from 2012 to 2013.