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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):   April 18, 2024
 
Northwest Bancshares, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland 001-34582 27-0950358
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation)   Identification No.)
 
3 Easton OvalSuite 500ColumbusOhio43219
(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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, 0.01 Par ValueNWBINASDAQ Stock Market, LLC

    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:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

    Indicate by a check mark whether the registrant is an emerging growth company as defined in rule 405 of the Securities Act of 1933 ( § 230.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act. ☐



Item 5.07    Submission of Matters to a Vote of Security Holders
     
The Annual Meeting of Stockholders was held on April 18, 2024. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies and the proposals are described in detail in the Company's definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 8, 2024. The final results of the stockholder votes are as follows:

Proposal 1 - Election of Directors

The stockholders elected the following Directors:
ForWithheldBroker Non-Votes
Deborah J. Chadsey82,610,8133,838,38415,500,513
Wilbur R. Davis75,651,55910,797,63815,500,513
Timothy M. Hunter82,106,3314,342,86615,500,513
David M. Tullio84,101,3192,347,87815,500,513

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024.
For99,872,695 
Against1,438,812 
Abstain638,203 
Broker Non-Votes— 

Proposal 3 - An advisory, non-binding resolution to approve executive compensation described in the Proxy Statement

The stockholders approved the proposal regarding the compensation of the named executive officers as disclosed in the Proxy Statement as follows:
For81,820,842 
Against3,833,859 
Abstain794,496 
Broker Non-Votes15,500,513 



Item 9.01    Financial Statements and Exhibits
(a)    Not applicable
(b)    Not applicable
(c)    Not applicable

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 19, 2024 By:/s/ Douglas M. Schosser
  Douglas M. Schosser
  Senior Executive Vice President and
Chief Financial Officer