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): May 17, 2023
Northwest Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Maryland | | 001-34582 | | 27-0950358 |
| (State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | | | | | | | | | | |
| 3 Easton Oval | Suite 500 | Columbus | Ohio | | 43219 | |
| (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)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, 0.01 Par Value | | NWBI | | NASDAQ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Northwest Bancshares, Inc. (the “Company”) announced that Amber L. Williams has been appointed to the Company’s Board of Directors effective as of May 17, 2023. Ms. Williams was nominated by the Nominating and Corporate Governance Committee to serve in the class of directors that will stand for re-election at the 2026 Annual Meeting of Stockholders. It has not yet been determined which board committees Ms. Williams will serve on as a member of the Company’s Board of Directors.
Ms. Williams will participate in the same compensation program and certain other benefits as each of the Company’s non-employee Directors, as described in the Company’s 2023 Proxy Statement filed with the Securities and Exchange Commission on March 9, 2023.
Item 8.01 Other Events
On May 17, 2023, the Company issued a press release announcing the appointment of Ms. Williams. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| | |
| | Press Release dated May 17, 2023 |
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.
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| | | NORTHWEST BANCSHARES, INC. |
| | | |
| Date: | May 17, 2023 | | By: | /s/ William W. Harvey, Jr. |
| | | | William W. Harvey, Jr. |
| | | | Senior Executive Vice President, |
| | | | Chief Operating Officer & Chief Financial Officer |
