NWBI Northwest Bancshares, Inc. - 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

Item 9.01     Financial Statements and Exhibits

(a)    Not applicable

(b)    Not applicable

(c)    Not applicable

(d)                                  Exhibits

Exhibit No.

Description

10.1

Northwest Bancshares, Inc. 2026 Equity Incentive Plan (incorporated by reference to Appendix B to the proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2026 (file no. 001-34582))

10.2

Northwest Bancshares, Inc. Discounted Stock Purchase Plan (incorporated by reference to Appendix C to the proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2026 (file no. 001-34582))

10.3

Form of RSA Award Agreement under the Northwest Bancshares, Inc. 2026 Equity Incentive Plan

10.4

Form of RSU Award Agreement under the Northwest Bancshares, Inc. 2026 Equity Incentive Plan

10.5

Form of PSU Award Agreement under the Northwest Bancshares, Inc. 2026 Equity Incentive Plan

104

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