Northwest Bancshares Inc.

05/26/2026 | Press release | Distributed by Public on 05/26/2026 14:34

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 20, 2026, the shareholders of Northwest Bancshares, Inc. (the "Company") approved the Northwest Bancshares, Inc. 2026 Equity Incentive Plan, which provides for the grant of stock-based and other incentive awards to officers, employees, directors and consultants of the Company. A description of the material terms of the plan is contained in the Company's definitive proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2026. A copy of the plan is being filed as Exhibit 10.1.

Additionally, the shareholders of the Company approved the Northwest Bancshares, Inc. Discounted Stock Purchase Plan, which provides the purchase of shares of our common stock at a discount from the then-current market price. A description of the material terms of the plan is contained in the Company's definitive proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2026. A copy of the plan is being filed as Exhibit 10.2.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on May 20, 2026. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies and the proposals are described in detail in the Company's definitive proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on May 20, 2026. The final results of the shareholder votes are as follows:
Proposal 1 - Election of Directors
The shareholders elected the following Directors:
For Withheld Broker Non-Votes
Charles E. Kranich, II 95,639,086 1,389,999 19,326,865
Amber L. Williams 91,039,368 5,989,717 19,326,865
Louis J. Torchio 94,154,722 2,874,363 19,326,865
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
For 114,141,735
Against 1,967,195
Abstain 247,020
Broker Non-Votes -
Proposal 3 - An advisory, non-binding resolution to approve executive compensation described in the Proxy Statement
The shareholders approved the proposal regarding the compensation of the named executive officers as disclosed in the Proxy Statement as follows:
For 89,274,329
Against 7,171,131
Abstain 583,625
Broker Non-Votes 19,326,865
Proposal 4 - Approval of the Northwest Bancshares, Inc. 2026 Equity Incentive Plan
The shareholders approved the proposal regarding the 2026 Equity Incentive Plan as disclosed in the Proxy Statement as follows:
For 92,456,593
Against 4,152,782
Abstain 419,710
Broker Non-Votes 19,326,865
Proposal 5 - Approval of the Northwest Bancshares, Inc. Discounted Stock Purchase Plan
The shareholders approved the proposal regarding the Discounted Stock Purchase Plan as disclosed in the Proxy Statement as follows:
For 93,563,437
Against 3,061,203
Abstain 404,445
Broker Non-Votes 19,326,865
Northwest Bancshares Inc. published this content on May 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 26, 2026 at 20:34 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]