Northwest Bancshares Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NWBI
Major Banks
Finance
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 17, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive office) | (Zip code) | |||||||||||||
(814 ) 726-2140
(Registrant’s telephone number, including area code)
Not Applicable
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
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).
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 Shareholders was held on April 17, 2025. 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 March 7, 2025. 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 | |||||||||||||||
| Robert M. Campana | 83,822,162 | 2,599,560 | 14,673,730 | ||||||||||||||
| Timothy B. Fannin | 81,875,950 | 4,545,772 | 14,673,730 | ||||||||||||||
| John P. Meegan | 78,147,157 | 8,274,565 | 14,673,730 | ||||||||||||||
| Mark A. Paup | 85,331,768 | 1,089,954 | 14,673,730 | ||||||||||||||
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, 2025.
| For | 99,165,506 | ||||
| Against | 1,716,409 | ||||
| Abstain | 213,537 | ||||
| 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 | 68,014,673 | ||||
| Against | 17,749,915 | ||||
| Abstain | 657,134 | ||||
| Broker Non-Votes | 14,673,730 | ||||
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 18, 2025 | By: | /s/ Douglas M. Schosser | |||||||||||
| Douglas M. Schosser | ||||||||||||||
| Chief Financial Officer | ||||||||||||||