Washington, DC 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )



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  Preliminary Proxy Statement
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  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Under Section 240.14a-12


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*** Exercise Your Right to Vote ***  
Important Notice Regarding the Availability of Proxy Materials for the  
Stockholder Meeting to Be Held on April 25, 2017  











Meeting Information


Meeting Type:       Annual Meeting

For holders as of:  February 27, 2017

Date: April 25, 2017        Time: 10:30 a.m. CDT

Location: 50 S. LaSalle St.

                  Chicago, IL 60603


For directions to the meeting, please call (312) 630-6000







You are receiving this communication because you hold shares in the company named above.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.



See the reverse side of this notice to obtain proxy materials and voting instructions.



   — Before You Vote —  

How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:


1. Annual Report on Form 10-K        2. Notice & Proxy Statement


How to View Online:


Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:


If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:


                        1) BY INTERNET:

                        2) BY TELEPHONE:  1-800-579-1639

                        3) BY E-MAIL*:


*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 11, 2017 to facilitate timely delivery. You will not otherwise receive a paper or e-mail copy.


     — How To Vote —    

Please Choose One of the Following Voting Methods




Vote In Person: The annual meeting of stockholders will be held at the office of Northern Trust Corporation located at 50 South LaSalle Street (northwest corner of LaSalle Street and Monroe Street) in Chicago, Illinois. You will need an admission ticket or proof of ownership of the Corporation’s common stock to enter the meeting. Please refer to the Corporation’s Notice & Proxy Statement for further detail on attending the annual meeting in person. You may use this page as your admission ticket to the meeting.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.


Vote By Phone: First view the proxy materials online at and then use the toll-free number provided.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.




Voting Items


The Board of Directors recommends you vote FOR

proposals 1, 2, 4 and 5 and EVERY YEAR on proposal 3:


  1. Election of 13 Directors


  1a. Linda Walker Bynoe


  1b. Susan Crown


  1c. Dean M. Harrison


  1d. Jay L. Henderson


  1e. Michael G. O’Grady


  1f. Jose Luis Prado


  1g. Thomas E. Richards


  1h. John W. Rowe


  1i. Martin P. Slark


  1j. David H. B. Smith, Jr.


  1k. Donald Thompson


  1l. Charles A. Tribbett III


  1m. Frederick H. Waddell





2. Approval, by an advisory vote, of the 2016 compensation of the Corporation’s named executive officers.


3. Recommendation, by an advisory vote, on the frequency with which the Corporation should hold advisory votes on executive compensation.


4. Approval of the Northern Trust Corporation 2017 Long-Term Incentive Plan.


5. Ratification of the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2017.