0001104659-12-023827.txt : 20120404 0001104659-12-023827.hdr.sgml : 20120404 20120404152819 ACCESSION NUMBER: 0001104659-12-023827 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120404 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120404 DATE AS OF CHANGE: 20120404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Northwest Bancshares, Inc. CENTRAL INDEX KEY: 0001471265 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34582 FILM NUMBER: 12741575 BUSINESS ADDRESS: STREET 1: 100 LIBERTY STREET CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: (814) 726-2140 MAIL ADDRESS: STREET 1: 100 LIBERTY STREET CITY: WARREN STATE: PA ZIP: 16365 8-K 1 a12-9129_18k.htm 8-K

 

 

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):  April 4, 2012

 

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-34582

 

27-0950358

(State or other jurisdiction

 

(Commission File No.)

 

(I.R.S. Employer

of incorporation)

 

 

 

Identification No.)

 

100 Liberty Street

 

 

Warren, Pennsylvania

 

16365

(Address of principal executive office)

 

(Zip code)

 

Registrant’s telephone number, including area code:  (814) 726-2140

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

 

 


 

Item 8.01

Other Events

 

As described in proxy materials in connection with the 2012 Annual Meeting of Stockholders of Northwest Bancshares, Inc. (the “Company”), the holding company for Northwest Savings Bank, the Company has nominated four directors for election to the Board of Directors:  John M. Bauer, Richard L. Carr, Deborah J. Chadsey and Philip M. Tredway.

 

As disclosed in the proxy material, the Company’s Board of Directors determined that each of these individuals was considered “independent” within the meaning of the Nasdaq corporate governance listing rules.  The Company also disclosed that the nominating committee of the Board of Directors consists of all independent directors who are not nominees for election.  Also, as disclosed in the proxy material, Ms. Chadsey is a partner of a law firm that received $120,463 in legal fees during 2011 for services in connection with transactions to which Northwest Savings Bank is a party.  Ms. Chadsey would not be eligible to serve on our audit committee due to this receipt of legal fees.

 

In accordance with director voting standards applied by ISS Proxy Advisory Services (USA), a director who receives, or works for an entity that receives, fees in a year in excess of $10,000 from a public company is not considered an “independent outside director,” regardless of satisfying the applicable Nasdaq independence rules, and therefore should not serve on a public company’s nominating committee.  In light of the foregoing, the Company’s Board of Directors has determined that Ms. Chadsey will not serve on the Company’s nominating or compensation committees upon her election to the Board, and she will not serve on these committees so long as she or her law firm receives legal fees from Northwest Savings Bank or Northwest Bancshares, Inc., directly or indirectly.  The Company expects to revise its existing corporate governance charters and policies in accordance with this determination.

 

Item 9.01

Financial Statements and Exhibits

 

 

 

(a)

Not applicable

 

 

 

 

(b)

Not applicable

 

 

 

 

(c)

Not applicable

 

 

 

 

(d)

Exhibits

 

 

 

 

 

Exhibit No.

 

Description

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

 

 

NORTHWEST BANCSHARES, INC.

 

 

 

 

 

 

 

 

DATE:

April 4, 2012

 

By:

/s/ William W. Harvey, Jr.

 

 

 

William W. Harvey, Jr.

 

 

 

Chief Financial Officer

 

3