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):   April 21, 2021

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 5.07    Submission of Matters to a Vote of Security Holders

    The Annual Meeting of Stockholders was held on April 21, 2021. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies and the proposals are described in detail in the Company's definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 12, 2021. The final results of the stockholder votes are as follows:

Proposal 1 - Election of Directors

The stockholders elected the following Directors:

	For	Withheld	Broker Non-Votes
Deborah J. Chadsey	82,737,389	5,251,713	14,306,332
Wilbur R. Davis	85,810,056	2,179,046	14,306,332
Timothy M. Hunter	85,082,115	2,906,987	14,306,332
David M. Tullio	86,236,570	1,572,532	14,306,332

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021.

For	100,199,895
Against	2,022,428
Abstain	73,111
Broker Non-Votes	—

Proposal 3 - An advisory, non-binding resolution to approve executive compensation described in the Proxy Statement

The stockholders approved the proposal regarding the compensation of the named executive officers as disclosed in the Proxy Statement as follows:

For	82,280,930
Against	4,977,908
Abstain	730,264
Broker Non-Votes	14,306,332

Item 7.01    Regulation FD Disclosure

On April 21, 2021, the Company made the slide presentation attached as Exhibit 99.1 to stockholders during its Annual Stockholders' Meeting.

Item 9.01    Financial Statements and Exhibits

(a)     Not applicable

(b)    Not applicable

(c)     Not applicable

(d)     Exhibits

Exhibit No.	Description
99.1	Slide presentation to stockholders.

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 22, 2021	By:	/s/ William W. Harvey, Jr.
			William W. Harvey, Jr.
			Chief Financial Officer

EX-99.1

Ronald J. Seiffert Chairman, President and CEO William W. Harvey SEVP, Chief Financial Officer Richard K. Laws EVP, Chief Counsel and Corporate Secretary Northwest Bancshares, Inc. 2021 Annual Meeting of Stockholders April 21, 2021

Forward Looking Statements • This presentation contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to: • statements of our goals, intentions and expectations; • statements regarding our business plans, prospects, growth and operating strategies; • statements regarding the asset quality of our loan and investment portfolios; and • estimates of our risks and future costs and benefits. • These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward- looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.. • The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: • changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; • general economic conditions, either nationally or in our market areas, that are worse than expected; • competition among depository and other financial institutions; • inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments; • adverse changes in the securities markets; • our ability to enter new markets successfully and capitalize on growth opportunities; • our ability to successfully integrate acquired entities, if any; • changes in consumer spending, borrowing and savings habits; • changes in our organization, compensation and benefit plans; • our ability to continue to increase and manage our commercial and residential real estate, multi-family, and commercial and industrial loans; • possible impairments of securities held by us, including those issued by government entities and government sponsored enterprises; • the level of future deposit premium assessments; • the impact of the current recession on our loan portfolio (including cash flow and collateral values), investment portfolio, customers and capital market activities; • the impact of the current governmental effort to restructure the U.S. financial and regulatory system; • changes in the financial performance and/or condition of our borrowers; and • the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters. • Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward- looking statements. 2

Thank you Northwest Employees! 3

Thank you Northwest Customers! 4

2020 Strategic Initiatives • Mergers and Acquisitions • Mortgage Banking Expansion • Commercial Loan Hedging • Dealer Services Growth • Consumer Deposit Product Development, Pricing and Marketing • Talent Acquisition, Development and Retention • Subordinated Debt Offering • CeCL Implementation • Branch Optimization 5

A B C D E December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019 (dollars in thousands, excluding share data) 1 Cash & investments $2,314,105 $2,081,232 $2,052,434 $1,059,241 $898,783 2 Loans, gross $10,580,849 $10,781,852 $10,858,787 $8,836,874 $8,808,674 3 Allowance for credit losses ($134,427) ($140,209) ($140,586) ($92,897) ($57,941) 4 Total assets $13,806,268 $13,788,805 $13,845,084 $10,681,196 $10,493,908 5 Deposits $11,599,233 $11,456,619 $11,462,941 $8,792,735 $8,592,007 6 Shareholders’ equity $1,538,703 $1,547,231 $1,530,849 $1,341,792 $1,353,285 7 Net interest income $102,888 $103,534 $98,078 $87,228 8 Provision for credit losses $2,230 ($6,818) ($51,750) ($27,637) 9 Noninterest income $32,123 $36,670 $35,496 $27,976 10 Noninterest expense ($92,849) ($86,869) ($89,163) ($78,611) 11 Income taxes ($9,327) ($8,467) $1,139 ($1,017) 12 Net income $35,065 $38,050 ($6,200) $7,939 13 COVID related loan loss provision ($3,511) $1,058 $15,568 $18,430 14 CECL loan loss provision related to MutualBank $0 $0 $13,089 $0 15 PPP deferred origination costs $0 $0 ($3,034) $0 16 Acquisition/branch optimization costs $5,211 $1,018 $6,969 $1,770 17 Net income (non-GAAP) $36,765 $40,126 $26,392 $28,139 18 Earnings per share $0.29 $0.32 $0.22 $0.27 19 Annualized return on average equity 9.43% 10.36% 6.94% 8.38% 20 Annualized return on average assets 1.06% 1.15% 0.78% 1.07% 21 Efficiency ratio 62.18% 59.68% 58.19% 64.67% 22 Interest rate spread 3.14% 3.13% 3.27% 3.48% 23 Net interest margin 3.26% 3.26% 3.38% 3.66% 6 2020 Quarterly Summary

A B C D Year Ended Year Ended YOY YOY December 31, 2020 December 31, 2019 Change $ Change % (dollars in thousands, excluding share data) 1 Net interest income $391,728 $360,466 $31,262 8.67% 2 Provision for credit losses ($83,975) ($22,659) ($61,316) 270.60% 3 Noninterest income $132,265 $99,407 $32,858 33.05% 4 Noninterest expense ($347,492) ($296,103) ($51,389) 17.36% 5 Income taxes ($17,672) ($30,679) $13,007 (42.40)% 6 Net income $74,854 $110,432 ($35,578) (32.22)% 7 COVID related loan loss provision $29,951 $0 8 CECL loan loss provision related to MutualBank $13,089 $0 9 PPP deferred origination costs ($3,034) $0 10 COVID related off balance sheet provision $1,594 $0 11 Acquisition/branch optimization costs $14,968 $3,001 12 Net income (non-GAAP) $131,422 $113,433 $17,989 15.86% 13 Earnings per share $1.09 $1.07 14 Return on average equity 8.29% 8.58% 15 Return on average assets 1.02% 1.10% 16 Efficiency ratio 61.04% 62.06% 17 Interest rate spread 3.24% 3.62% 18 Net interest margin 3.36% 3.84% 7 2020 Annual Summary

8 Stock Price Performance Since IPO (11/8/94-3/31/21) in total return % * (Source: SNL Financial)

2021 Focus • Mergers and Acquisitions • Digital Transformation • Culture Building • Diversity and Inclusion • Risk Management • Innovation Hub • Talent, Acquisition, Development and Retention • Holding Company Location 9

Conclusion

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Cover Page Document	Apr. 22, 2020
Cover page. [Abstract]
Document Type	8-K
Document Period End Date	Apr. 21, 2021
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