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Shareholders at Northwest Bancshares (NASDAQ: NWBI) approve 2026 equity and discounted stock plans

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Northwest Bancshares, Inc. held its Annual Meeting of Shareholders on May 20, 2026. Shareholders re‑elected three directors and ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026.

Investors also approved an advisory resolution on executive compensation and adopted two key plans: the Northwest Bancshares, Inc. 2026 Equity Incentive Plan and the Northwest Bancshares, Inc. Discounted Stock Purchase Plan. These plans allow stock‑based awards and discounted purchases of common stock, with detailed terms provided in the company’s proxy statement.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity Incentive Plan votes for 92,456,593 votes Approval of 2026 Equity Incentive Plan
Discounted Stock Purchase Plan votes for 93,563,437 votes Approval of Discounted Stock Purchase Plan
Say-on-pay votes for 89,274,329 votes Advisory approval of executive compensation
Auditor ratification votes for 114,141,735 votes Ratification of KPMG LLP for 2026
Director vote for Kranich 95,639,086 votes Election of Charles E. Kranich, II
Director vote for Williams 91,039,368 votes Election of Amber L. Williams
Director vote for Torchio 94,154,722 votes Election of Louis J. Torchio
2026 Equity Incentive Plan financial
"the shareholders of Northwest Bancshares, Inc. approved the Northwest Bancshares, Inc. 2026 Equity Incentive Plan"
Discounted Stock Purchase Plan financial
"the shareholders of the Company approved the Northwest Bancshares, Inc. Discounted Stock Purchase Plan"
independent registered public accounting firm financial
"the ratification of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"Broker Non-Votes | 19,326,865"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory, non-binding resolution financial
"An advisory, non-binding resolution to approve executive compensation described in the Proxy Statement"
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Understanding 8-K Material Events →
0001471265false00014712652026-05-202026-05-20

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 20, 2026
 
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 500ColumbusOhio 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)


    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))

    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

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

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:
ForWithheldBroker Non-Votes
Charles E. Kranich, II95,639,0861,389,99919,326,865
Amber L. Williams91,039,3685,989,71719,326,865
Louis J. Torchio94,154,7222,874,36319,326,865

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.
For114,141,735 
Against1,967,195 
Abstain247,020 
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:
For89,274,329 
Against7,171,131 
Abstain583,625 
Broker Non-Votes19,326,865 

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:
For92,456,593 
Against4,152,782 
Abstain419,710 
Broker Non-Votes19,326,865 

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:
For93,563,437 
Against3,061,203 
Abstain404,445 
Broker Non-Votes19,326,865 

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
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:May 21, 2026 By:
/s/ Douglas M. Schosser
  Douglas M. Schosser
  Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Northwest Bancshares (NWBI) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including director elections, auditor ratification, say-on-pay, the 2026 Equity Incentive Plan, and a Discounted Stock Purchase Plan. These actions confirm support for current governance, compensation structure, and new stock-based and discounted purchase programs.

How did Northwest Bancshares (NWBI) shareholders vote on the 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan was approved with 92,456,593 votes for, 4,152,782 against, and 419,710 abstentions, plus 19,326,865 broker non-votes. This result authorizes continued use of stock-based and other incentive awards for officers, employees, directors, and consultants.

What were the vote results on Northwest Bancshares (NWBI) executive compensation?

Shareholders approved the advisory, non-binding resolution on executive compensation with 89,274,329 votes for, 7,171,131 against, and 583,625 abstentions, alongside 19,326,865 broker non-votes. This supports the compensation approach for named executive officers as described in the proxy statement.

Did Northwest Bancshares (NWBI) shareholders ratify the independent auditor for 2026?

Yes. Shareholders ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 114,141,735 votes for, 1,967,195 against, and 247,020 abstentions. There were no broker non-votes on this proposal.

What is the Northwest Bancshares (NWBI) Discounted Stock Purchase Plan?

The Discounted Stock Purchase Plan allows participants to buy Northwest Bancshares common stock at a discount from the then-current market price. Shareholders approved it with 93,563,437 votes for, 3,061,203 against, and 404,445 abstentions, plus 19,326,865 broker non-votes.

Which directors were re-elected at Northwest Bancshares (NWBI) in 2026?

Shareholders re-elected Charles E. Kranich, II, Amber L. Williams, and Louis J. Torchio. Each received over 91 million votes for, with broker non-votes of 19,326,865 on each nominee, confirming continued support for the existing board composition.

Filing Exhibits & Attachments

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Agreements & Contracts

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