8-K

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):   September 16, 2020

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.)

100 Liberty Street	Warren	Pennsylvania	16365
(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 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

On September 16, 2020, Northwest Bank (the "Bank"), a wholly-owned subsidiary of Northwest Bancshares, Inc. (the "Company"), amended certain criteria in the Annual Performance Award Plan (previously called the Management Bonus Plan), including for the Company's Named Executive Officers, which amended criteria are attached as Exhibit 10.4.

Item 9.01                                           Financial Statements and Exhibits

         (d)  Exhibits

Exhibit No.	Description
10.4	Annual Performance Award Plan

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:	September 16, 2020	By:	/s/ William W. Harvey, Jr.
			William W. Harvey, Jr.
			Chief Financial Officer

EX-10.4

EXHIBIT 10.4

Northwest Bank

Annual Performance Award Plan

Purpose:

–To attract, retain and motivate eligible employees

Eligibility Requirements:

–Certain positions at a specified level are eligible for consideration

–Employed by the company for a minimum of six months of the fiscal year

–Be actively employed by the company at the time of payment or retired between the last day of the fiscal year and the payment date. Retirees must meet the definition of normal retirement – sixty-five years old with a minimum of five years of service with the company

–Rated fully met expectations or higher on their last performance evaluation

–Recipients must have a restrictive covenant in place prior to payment

–Corporate Senior Vice Presidents and higher must agree to Northwest’s Claw Back Policy

Calculations:

–Bonus percentages are based on a Board approved matrix which consists of five company performance levels, seven categories of eligible participants and their performance rating

–Bonuses will be calculated on base salaries as of the last day of the fiscal year

–Bonuses will be prorated for those with six but less than 12 months of service in the fiscal year and those promoted to an eligible position during the fiscal year

Target Bonus % of Salary & Payout Range
Target Bonus % Salary	100%
Threshold % Target	50%
Maximum % Target	150%

Gate* (Minimum Performance Necessary for Possibility of Payout) - both metrics must be achieved
Metric	Threshold	Actual
Net Charge-offs	0.50%	0.25%
Total Delinquency	3.00%	1.50%

Payout Metrics* (Performance Range for Annual Performance Award Payout, Assuming Gates are Satisfied)
Metric	Weighting	Threshold	Target	Maximum
ROAA	15%	1.10%	1.15%	1.20%
ROAE	15%	8.0%	9.0%	10.0%
EPS Growth	15%	6.0%	8.0%	10.0%
Efficiency Ratio	15%	64.0%	62.0%	60.0%
Deposit Growth	20%	2.0%	3.0%	4.0%
Strategic / Individual Performance	20%	3	4	5
Total Weighting	100%

*Compensation Committee of the Board of Directors has discretion regarding both the gate and metrics

Annual Performance Award Payout % of Salary
Job Role	Below Threshold - 0%	Threshold - 50%	Target - 100%	Maximum - 150%
CEO/President	0.0%	35.0%	70.0%	105.0%
CFO	0.0%	25.0%	50.0%	75.0%
Production SEVPs & EVPs	0.0%	20.0%	40.0%	60.0%
Infrastructure SEVPs & EVPs	0.0%	17.5%	35.0%	52.5%

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Cover Page Document	Apr. 24, 2020
Cover page. [Abstract]
Document Type	8-K
Document Period End Date	Sep. 16, 2020
Entity Registrant Name	Northwest Bancshares, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34582
Entity Tax Identification Number	27-0950358
Entity Address, Address Line One	100 Liberty Street
Entity Address, City or Town	Warren
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16365
City Area Code	814
Local Phone Number	726-2140
Title of 12(b) Security	Common Stock, 0.01 Par Value
Trading Symbol	NWBI
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001471265
Amendment Flag	false