o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2) ) | |
þ | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to Rule §240.14a-12 |
þ | No fee required. | |
o | Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1) | Title of each class of securities to which transaction applies: | ||
|
|||
|
|||
2) | Aggregate number of securities to which transaction applies: | ||
|
|||
|
|||
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
|
|||
|
|||
4) | Proposed maximum aggregate value of transaction: | ||
|
|||
|
|||
5) | Total fee paid: | ||
|
|||
|
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1) | Amount Previously Paid: | ||
|
|||
|
|||
2) | Form, Schedule or Registration Statement No: | ||
|
|||
|
|||
3) | Filing Party: | ||
|
|||
|
|||
4) | Date Filed: | ||
|
|||
|
Sincerely,
|
||||
|
||||
William J. Wagner | ||||
Chairman of the Board,
President and Chief Executive Officer |
1. |
The election of three directors;
|
||
2. | The approval of the Northwest Bancorp, Inc. 2008 Stock Option Plan; | ||
3. | The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2008; and |
By Order of the Board of Directors
|
||||
|
||||
Gregory C. LaRocca | ||||
Executive Vice President and Corporate Secretary | ||||
2
Amount of Shares | ||||||||
Owned and Nature | Percent of Shares | |||||||
Name and Address of | of Beneficial | of Common Stock | ||||||
Beneficial Owners | Ownership (1) | Outstanding | ||||||
Northwest Bancorp, MHC
|
30,536,457 | 63.0 | % | |||||
100 Liberty Street
|
||||||||
Warren, Pennsylvania 16365
|
||||||||
|
||||||||
Northwest Bancorp, MHC,
|
31,401,366 | 64.8 | % | |||||
and all directors and executive
|
||||||||
officers of Northwest Bancorp, Inc.
|
||||||||
and Northwest Savings Bank as a group
|
||||||||
(13 directors and officers) (2)
|
(1) | In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table, of any shares of common stock if he has shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. As used herein, voting power is the power to vote or direct the voting of shares and investment power is the power to dispose or direct the disposition of shares, and includes all shares held directly as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting or investment power. | |
(2) | Includes shares of common stock held by Northwest Bancorp, MHC, of which our directors are also trustees. Excluding shares of common stock held by Northwest Bancorp, MHC, directors and executive officers of Northwest Bancorp, Inc. and Northwest Savings Bank owned 864,909 shares of common stock, or 1.8% of the outstanding shares. |
3
* | Less than 1%. | |
(1) | The mailing address for each person listed is 100 Liberty Street, Warren, Pennsylvania 16365-2353. | |
(2) | Reflects initial appointment to the Board of Directors of Northwest Savings Bank for directors elected prior to 1998. Each director of Northwest Bancorp, Inc. is also a trustee of Northwest Bancorp, MHC, which owns the majority of the issued and outstanding shares of common stock. | |
(3) | See definition of beneficial ownership in the table in Voting Securities and Principal Holders Thereof. | |
(4) | Includes options to purchase 50,800 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. | |
(5) | Includes options to purchase 8,500 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. | |
(6) | Includes options to purchase 18,000 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. | |
(7) | Includes options to purchase 16,000 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. | |
(8) | Includes options to purchase 13,000 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. | |
(9) | Includes options to purchase 16,000 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. | |
(10) | Includes options to purchase 16,000 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. | |
(11) | Includes options to purchase 18,000 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. |
4
(12) | Includes options to purchase 24,230 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. | |
(13) | Includes options to purchase 24,230 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. | |
(14) | Includes options to purchase 27,980 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. | |
(15) | Includes options to purchase 24,230 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. |
5
6
| compensation of the executive officers, other senior officers and employees, including oversight of our base salary, cash incentive compensation, equity-based awards and other benefits and perquisites; and | ||
| evaluating the performance of the Chief Executive Officer on an annual basis and approving the base salary, cash incentive bonus, equity-based incentive awards and other compensation of the Chief Executive Officer. |
7
| approving the corporate compensation philosophy, including overseeing and monitoring the executive compensation policies, plans and programs for such officers to ensure that they are consistent with the compensation philosophy and the long-term interests of our shareholders; | ||
| reviewing and if appropriate, amending and approving managements recommendations for compensation issues such as salary ranges, annual merit increases, annual bonuses and long-term incentive plans, including equity-based compensation programs such as stock options and restricted stock awards; | ||
| annually reviewing the Chief Executive Officers evaluation of the performance of the senior executives who report directly to the Chief Executive Officer in connection with its overall review of executive compensation; | ||
| evaluating, reviewing and approving the execution of management contracts and severance agreements for senior executives and reviewing the annual renewal of such contracts; | ||
| reviewing and approving all employee benefit plans including retirement plans and health insurance; and | ||
| at least annually, in consultation with the independent members of the Board and the Chief Executive Officer, reviewing succession planning and management development activities and strategies regarding the Chief Executive Officer and other members of senior management. |
| retaining, overseeing and evaluating an independent registered public accounting firm to audit our annual financial statements; | ||
| overseeing our external financial reporting processes; | ||
| approving all engagements for audit and non-audit services by the independent registered public accounting firm; | ||
| reviewing the audited financial statements with management and the independent registered public accounting firm; |
8
| considering whether certain relationships with the independent registered public accounting firm and the provision by the independent registered public accounting firm of services not related to the annual audit and quarterly reviews is consistent with maintaining the independent registered public accounting firms independence; | ||
| overseeing the activities of the internal audit staff and reviewing managements administration of the system of internal accounting controls; and | ||
| conducting an annual performance evaluation of the Committee and annually reviewing the adequacy of its charter. |
| leading the search for individuals qualified to become members of the Board and selecting director nominees to be presented for stockholder approval; | ||
| developing and recommending to the Board of Directors other specific criteria for the selection of individuals to be considered for election or re-election to the Board of Directors; | ||
| adopting procedures for the submission of recommendations by stockholders for nominees for the Board of Directors; and | ||
| conducting an annual performance evaluation of the Committee and annually reviewing the adequacy of its charter and recommending any proposed changes to the Governance Committee. |
| the highest personal and professional ethics and integrity and whose values are compatible with our values; | ||
| experience and achievements that have given them the ability to exercise and develop good business judgment; | ||
| a willingness to devote the necessary time to the work of the Board and its committees, which includes being available for Board and committee meetings; | ||
| a familiarity with the communities in which we operate and/or is actively engaged in community activities; |
9
| involvement in other activities or interests that do not create a conflict with their responsibilities to Northwest Bancorp, Inc. and its stockholders; and | ||
| the capacity and desire to represent the balanced, best interests of our stockholders as a group, and not primarily a special interest group or constituency. |
| a statement that the writer is a stockholder and is proposing a candidate for consideration by the Committee; | ||
| the name and address of the stockholder as they appear on our books, and number of shares of our common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholders ownership will be required); | ||
| the name, address and contact information for the candidate, and the number of shares of our common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholders ownership should be provided); | ||
| a statement of the candidates business and educational experience; | ||
| such other information regarding the candidate as would be required to be included in the proxy statement pursuant to Securities and Exchange Commission Regulation 14A; | ||
| a statement detailing any relationship between the candidate and any customer, supplier or competitor of Northwest Bancorp, Inc. or its affiliates; | ||
| detailed information about any relationship or understanding between the proposing stockholder and the candidate; and | ||
| a statement of the candidate that the candidate is willing to be considered and willing to serve as a Director if nominated and elected. |
| forward the communication to the director or directors to whom it is addressed; or |
10
| attempt to handle the inquiry directly, or forward the communication for response by another employee of Northwest Bancorp, Inc. For example, a request for information about us on a stock-related matter may be forwarded to our stockholder relations officer. |
| we have reviewed and discussed with management and the independent registered public accounting firm our audited consolidated financial statements for the year ended December 31, 2007; | ||
| we have discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended; and | ||
| we have received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees , and have discussed with the independent registered public accounting firm their independence. |
11
Largest | Principal | |||||||||||||||||||||
Nature | Aggregate | Principal | Paid | Interest Paid | ||||||||||||||||||
Of | Balance over | Interest | Balance | 01/01/07 to | 01/01/07 to | |||||||||||||||||
Name | Position | Transaction | Disclosure Period | Rate | 12/31/07 | 12/31/07 | 12/31/07 | |||||||||||||||
Robert G. Ferrier |
Director
|
Mortgage
Fixed Term |
$ | 346,110 | 4.875% Fixed | $ | 319,925 | $ | 26,185 | $ | 16,307 | |||||||||||
|
Home Equity
Line of Credit |
$ | 42,746 | 9.750% Variable | $ | 33,735 | $ | 39,000 | $ | 3,257 |
12
| provide a total compensation program that is aligned with the interests of our stockholders; | ||
| attract and retain talent needed to contend in a competitive market environment; | ||
| assist in balancing the sometimes competing needs of external competitiveness, internal consistency, organizational economics, management flexibility, ease of understanding and simplicity of administration; | ||
| ensure all employees (including executive officers) receive rewards based on performance and value added to the organization in an environment built on shared leadership; and | ||
| use long-term equity programs to motivate and reward performance that increases our market value over time, align senior management interests with the organizations strategic business objections and to provide a retention incentive. |
| the framework for executive officer compensation supports our business strategy and corporate compensation philosophy; | ||
| the overall compensation package, including the mix of base salary, annual cash bonuses and equity awards is competitive; and | ||
| the overall program is aligned with stockholders interest. |
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Change in pension
value and
nonqualified
Non-equity
deferred
All other
Name and principal
Stock awards
Option awards
incentive plan
compensation
compensation
position
Year
Salary ($)
Bonus ($)
($)(1)
($)(2)
compensation ($)
earnings ($)(3)
($)(4)
Total ($)
2007
457,190
22,859
65,117
52,964
46,500
76,415
33,956
755,001
2006
441,741
22,087
65,117
45,862
44,900
161,926
32,402
814,035
Executive Officer
2007
180,388
9,019
51,408
28,955
19,500
9,407
13,232
308,009
2006
152,900
7,645
51,408
23,066
13,300
14,862
13,093
276,274
Chief Financial
Officer
2007
190,527
9,526
30,845
29,383
20,000
33,102
16,652
326,035
2006
176,867
8,843
30,845
42,766
14,500
52,169
16,365
342,355
2007
203,116
10,156
30,845
29,383
20,800
48,952
14,968
354,020
2006
193,913
9,696
30,845
42,766
15,900
91,729
15,124
399,973
2007
180,388
9,019
30,845
26,092
19,500
32,178
12,392
306,514
2006
152,900
7,645
30,845
21,391
13,300
43,904
11,860
281,845
Table of Contents
(1)
Reflects the value of all stock awards that vested during the applicable year that were
granted on March 16, 2005 under the Northwest Bancorp, Inc. 2004 Recognition and Retention
Plan. The value is the amount recognized for financial statement reporting purposes in
accordance with Statement of Financial Accounting Standards (SFAS) 123(R). The assumptions
used in the valuation of these awards for 2007 are included in Notes 1(o) and 15(d) to our
audited financial statements for the year ended December 31, 2007 included in our Annual
Report on Form 10-K for the year ended December 31, 2007 as filed with the Securities and
Exchange Commission. The assumptions used in the valuation of these awards for 2006 are
included in Notes 1(o) and 15(d) to our audited financial statements for the year ended
December 31, 2006 included in our Annual Report on Form 10-K for the year ended December 31,
2006 as filed with the Securities and Exchange Commission.
(2)
Reflects the value of option awards that had been granted under the Northwest Bancorp, Inc.
2000 Stock Option Plan and the Northwest Bancorp, Inc. 2004 Stock Option Plan. The value is
the amount recognized for financial statement reporting purposes in accordance with SFAS
123(R). The assumptions used in the valuation of these awards for 2007 are included in Notes
1(o) and 15(e) to our audited financial statements for the year ended December 31, 2007
included in our Annual Report on Form 10-K for the year ended December 31, 2007 as filed with
the Securities and Exchange Commission. The assumptions used in the valuation of these awards
for 2006 are included in Notes 1(o) and 15(e) to our audited financial statements for the year
ended December 31, 2006 included in our Annual Report on Form 10-K for the year ended December
31, 2006 as filed with the Securities and Exchange Commission.
(3)
Reflects change in pension value only.
(4)
The compensation represented by the amounts for 2007 set forth in the All Other Compensation
column for the Named Executive Officers is detailed in the following table.
Company
Contributions to
Qualified
Company
Defined
Paid Life
Restricted
Contribution
Insurance
Stock
Total All Other
Name
Plan (a)
Premiums (b)
Dividends (c)
Compensation
$
10,250
$
15,437
$
8,269
$
33,956
$
5,412
$
1,292
$
6,528
$
13,232
$
5,716
$
7,019
$
3,917
$
16,652
$
6,094
$
4,957
$
3,917
$
14,968
$
5,412
$
3,063
$
3,917
$
12,392
(a)
Reflects contributions by Northwest Savings Bank to qualified defined contribution plans. Northwest Savings Bank makes matching
contributions equal to 50% of the employees 401(k) contributions, up to 3% of the employees eligible compensation. For the
year ended December 31, 2007, Northwest Savings Bank did not allocate new shares for distribution under our employee stock
ownership plan. Only forfeited shares were allocated to eligible employees, including Named Executive Officers.
(b)
Reflects excess premiums and/or payments for life insurance reported as taxable compensation on the Named Executive Officers W-2.
(c)
Reflects dividends on shares of unvested restricted common stock, which are reported as taxable compensation on the Named
Executive Officers W-2.
Table of Contents
Table of Contents
All other option
Estimated future payouts under
Estimated future payouts under
awards: number of
Non-equity incentive plan awards
equity-incentive plan awards
All other stock
securities
Exercise or base
Closing Market
Grant Date Fair
Threshold
Maximum
Threshold
Maximum
awards: number of
underlying options
price of option
Price on Date of
Value of Stock and
Name
Grant date
($)(1)
Target ($)
($)
(#)
Target (#)
(#)
shares or units (#)
(#)
awards ($/Sh)
Grant
Option Awards ($)
(2
)
46,500
93,000
162,800
(3
)
4,750
9,500
9,500
25.03
25.14
31,160
(2
)
19,500
39,000
68,300
(3
)
2,875
5,750
5,750
25.03
25.14
18,860
(2
)
20,000
40,000
70,000
(3
)
2,875
5,750
5,750
25.03
25.14
18,860
(2
)
20,800
41,400
72,500
(3
)
2,875
5,750
5,750
25.03
25.14
18,860
(2
)
19,500
39,000
68,300
(3
)
2,875
5,750
5,750
25.03
25.14
18,860
(1)
Reflects minimum amount payable under the relevant plan if a payment is to be made to the
Named Executive Officer.
(2)
On an annual basis, Named Executive Officers are eligible to receive incentive cash bonuses
under the Management Bonus Plan.
(3)
On an annual basis, Named Executive Officers are eligible to receive stock options under our
stock options plans. Equity incentive plan awards for the year ended December 31, 2007 were
made pursuant to the Northwest Bancorp, Inc. 2004 Stock Option Plan.
Table of Contents
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2007
Stock awards
Equity
incentive
Equity
plan
Option awards
incentive
awards:
Equity
plan
market or
incentive
Market
awards:
payout
plan
value
number of
value of
awards:
of shares
unearned
unearned
Number of
Number of
number of
Number of
or units
shares,
shares,
Securities
securities
securities
shares or
of stock
units or
units or
underlying
underlying
underlying
units of
that have
other
other rights
unexercised
unexercised
unexercised
Option
Option
stock that
not
rights that
that
options (#)
options (#)
unearned
exercise
expiration
have not
vested
have not
have not
Name
exercisable
unexercisable
options (#)
price ($)
date
vested (#)
($)
vested (#)
vested ($)
8,600
9.780
10/17/11
9,120
(5)
242,318
11,000
13.302
08/21/12
11,000
16.590
08/20/13
8,800
2,200
(1)
25.490
12/15/14
3,800
5,700
(2)
22.930
01/19/15
1,900
7,600
(3)
22.180
01/18/16
9,500
(4)
25.890
01/17/17
2,500
7.813
10/19/09
7,200
(5)
191,304
4,300
9.780
10/17/11
5,100
13.302
08/21/12
5,100
16.590
08/20/13
4,080
1,020
(1)
25.490
12/15/14
2,300
3,450
(2)
22.930
01/19/15
1,150
4,600
(3)
22.180
01/18/16
5,750
(4)
25.890
01/17/17
4,300
9.780
10/17/11
4,320
(5)
114,782
5,100
13.302
08/21/12
5,100
16.590
08/20/13
4,080
1,020
(1)
25.490
12/15/14
1,800
2,700
(2)
22.930
01/19/15
900
3,600
(3)
22.180
01/18/16
5,750
(4)
25.890
01/17/17
4,300
9.780
10/17/11
4,320
(5)
114,782
5,100
13.302
08/21/12
5,100
16.590
08/20/13
4,080
1,020
(1)
25.490
12/15/14
1,800
2,700
(2)
22.930
01/19/15
900
3,600
(3)
22.180
01/18/16
5,750
(4)
25.890
01/17/17
4,300
9.780
10/17/11
4,320
(5)
114,782
5,100
13.302
08/21/12
5,100
16.590
08/20/13
4,080
1,020
(1)
25.490
12/15/14
1,800
2,700
(2)
22.930
01/19/15
900
3,600
(3)
22.180
01/18/16
5,750
(4)
25.890
01/17/17
Table of Contents
(1)
Remaining unexercisable options will vest on December 15, 2008.
(2)
Remaining unexercisable options will vest equally on January 19, 2008, 2009 and 2010.
(3)
Remaining unexercisable options will vest equally on January 18, 2008, 2009, 2010 and 2011.
(4)
Remaining unexercisable options will vest equally on January 17, 2008, 2009, 2010, 2011 and
2012.
(5)
Unvested 2004 Recognition and Retention Plan shares will vest equally on March 16, 2008, 2009
and 2010.
OPTION EXERCISES AND STOCK VESTED FOR THE YEAR ENDED
DECEMBER 31, 2007
Option awards
Stock awards
Number of shares
Number of shares
acquired on exercise
Value realized on
acquired on vesting
Value realized on
Name
(#)
exercise ($)
(#)
vesting ($)
3,040
81,472
2,400
64,320
1,440
38,592
1,440
38,592
1,440
38,592
PENSION BENEFITS AT AND FOR THE YEAR ENDED DECEMBER 31, 2007
Present
Number of
years credited
value of
accumulated
Payments
during last
Name
Plan name
service (#)
benefit ($)
fiscal year ($)
Northwest Savings Bank Pension Plan
24
515,018
Northwest Savings Bank Non-Qualified Supplemental Retirement Plan
24
551,091
Northwest Savings Bank Pension Plan
12
69,133
Northwest Savings Bank Pension Plan
22
353,617
Northwest Savings Bank Pension Plan
33
709,385
Northwest Savings Bank Pension Plan
24
248,593
Table of Contents
NONQUALIFIED DEFERRED COMPENSATION AT AND FOR THE YEAR ENDED DECEMBER 31, 2007
Executive
Registrant
Aggregate
Aggregate
contributions
contributions
earnings in
Aggregate
balance
in last fiscal
last fiscal
last fiscal
withdrawals/
at last fiscal
Name
year ($)
in year ($)
year ($)
distributions ($)
year end ($)
805
(1)
16,907
(1)
(1)
Amounts listed as earnings and included in the aggregate balance at last fiscal year end have
not been reported as compensation in Summary Compensation Tables because the earnings are not
above market.
(i)
three times the sum of his highest rate of base salary, plus his highest rate
of cash bonus paid during the prior three years, and
(ii)
continuation of life, health and dental coverage for 36 months from the date of
termination, unless Mr. Wagner obtains similar benefits from his new employer.
Table of Contents
Table of Contents
(i)
reduction in the executives base salary or benefits and perquisites, other
than a general reduction that applies to all executives, unless such reduction is
coincident with or following a change in control (as defined below);
(ii)
in the case of Mr. Wagner, failure to re-elect, re-appoint or re-nominate him
to his position as President and Chief Executive Officer and as director or trustee of
Northwest Bancorp, Inc., Northwest Bancorp, MHC and Northwest Savings Bank or a change
in Mr. Wagners function, duties or responsibilities which would cause his position to
become one of lesser responsibility, importance or scope;
(iii)
in the case of the other executives, reduction in their duties,
responsibilities or status, such that there is a reduction in the executives pay grade
level in effect on the date of the employment agreement of more than three levels (in
accordance with Northwest Savings Banks normal personnel practices, as circulated
annually to officers of Northwest Savings Bank);
(iv)
a relocation of the executives principal place of employment by more than 30
miles; (v) liquidation or dissolution of Northwest Bancorp, Inc. or Northwest Savings
Bank other than reorganizations that do not affect the status of the executive; or
(vi)
breach of the employment agreement by Northwest Bancorp, Inc. or Northwest
Savings Bank.
Change in control means a change in control of a nature that:
(i)
would be required to be reported in response to Item 1(a) of Form 8-K, pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act);
(ii)
results in a change in control of Northwest Bancorp, Inc., Northwest Bancorp,
MHC or Northwest Savings Bank within the meaning of the Bank Holding Company Act, as
amended, and the applicable rules and regulations thereunder; or
(iii)
a change in control shall be deemed to have occurred at such time as:
(a)
any person (as defined in Sections 13(d) and 14(d) of the
Exchange Act) other than Northwest Bancorp, MHC is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of Northwest Bancorp, Inc. representing 25% or more
of the combined voting power of Northwest Bancorp, Inc.s outstanding
securities except for any securities purchased by Northwest Savings Banks
employee stock ownership plan or trust;
(b)
individuals who constitute the board of directors on the
effective date of the employment agreement (the Incumbent Board) cease for
any reason to constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date of the employment agreement whose
election was approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board, or whose nomination for election by Northwest
Bancorp, Inc.s stockholders was approved by the same nominating committee
Table of Contents
serving under the Incumbent Board, shall be, for purposes of this clause
(b), considered as though he were a member of the Incumbent Board;
(c)
a plan of reorganization, merger, consolidation, sale of all or
substantially all the assets of Northwest Bancorp, Inc., Northwest Bancorp, MHC
or Northwest Savings Bank or similar transaction in which Northwest Bancorp,
Inc. or Northwest Savings Bank is not the surviving institution occurs;
(d)
a proxy statement soliciting proxies from stockholders of
Northwest Bancorp, Inc., by someone other than the current management of
Northwest Bancorp, Inc., seeking stockholder approval of a plan of
reorganization, merger or consolidation of Northwest Bancorp, Inc. or similar
transaction with one or more corporations or financial institutions, and as a
result of such proxy solicitation, a plan of reorganization, merger or
consolidation or similar transaction involving Northwest Bancorp, Inc. is
approved by Northwest Bancorp, Inc.s board of directors or the requisite vote
of Northwest Bancorp, Inc.s stockholders; or
(e)
a tender offer is made for 25% or more of the voting securities
of Northwest Bancorp, Inc. and the shareholders owning beneficially or of
record 25% or more of the outstanding securities of Northwest Bancorp, Inc.
have tendered or offered to sell their shares pursuant to such tender offer and
such tendered shares have been accepted by the tender offeror.
William J. Wagner
Involuntary
Termination or
Termination for
Good Reason Before
Change in Control
or Voluntary
Termination Upon or
Type of
Any Time After
Voluntary
Termination for
Benefit
Change in Control
Termination
Cause
Death
Disability
Retirement
$
1,395,300
$
465,100
$
855,300
$
315,778
$
105,259
$
105,259
$
105,259
$
105,259
$
62,948
$
62,948
$
62,948
$
39,385
$
35,101
Table of Contents
William W. Harvey, Jr.
Involuntary
Termination or
Termination for
Good Reason Before
Change in Control
or Voluntary
Termination Upon or
Type of
Any Time After
Voluntary
Termination for
Benefit
Change in Control
Termination
Cause
Death
Disability
Retirement
$
585,000
$
195,000
$
234,000
$
22,319
$
22,319
$
22,319
$
22,319
$
22,319
$
37,764
$
37,764
$
37,764
$
19,692
$
35,101
Gregory C. LaRocca
Involuntary
Termination or
Termination for
Good Reason Before
Change in Control
or Voluntary
Termination Upon or
Type of
Any Time After
Voluntary
Termination for
Benefit
Change in Control
Termination
Cause
Death
Disability
Retirement
$
600,000
$
200,000
$
240,000
$
24,026
$
24,026
$
24,026
$
24,026
$
24,026
$
30,644
$
30,644
$
30,644
$
30,644
$
30,644
$
19,692
$
13,051
Robert A. Ordiway
Involuntary
Termination or
Termination for
Good Reason Before
Change in Control
or Voluntary
Termination Upon or
Type of
Any Time After
Voluntary
Termination for
Benefit
Change in Control
Termination
Cause
Death
Disability
Retirement
$
622,800
$
207,600
$
249,120
$
26,056
$
26,056
$
26,056
$
26,056
$
26,056
$
30,644
$
30,644
$
30,644
$
30,644
$
30,644
$
19,692
$
35,101
Table of Contents
Steven G. Fisher
Involuntary
Termination or
Termination for
Good Reason Before
Change in Control
or Voluntary
Termination Upon or
Type of
Any Time After
Voluntary
Termination for
Benefit
Change in Control
Termination
Cause
Death
Disability
Retirement
$
585,000
$
195,000
$
234,000
$
22,319
$
22,319
$
22,319
$
22,319
$
22,319
$
30,644
$
30,644
$
30,644
$
19,692
$
35,101
Table of Contents
Average
Years of Service and Annual Benefit Payable at Retirement
Compensation
15
20
25
30
35
40
$
6,000
$
8,000
$
10,000
$
10,750
$
11,500
$
11,500
$
12,000
$
16,000
$
20,000
$
21,500
$
23,000
$
23,000
$
18,000
$
24,000
$
30,000
$
32,250
$
34,500
$
34,500
$
25,378
$
33,838
$
42,297
$
45,297
$
48,297
$
48,297
$
33,628
$
44,838
$
56,047
$
59,797
$
63,547
$
63,547
$
41,878
$
55,838
$
69,797
$
74,297
$
78,797
$
78,797
$
50,128
$
66,838
$
83,547
$
88,797
$
94,047
$
94,047
$
58,378
$
77,838
$
97,297
$
103,297
$
109,297
$
109,297
$
66,628
$
88,838
$
111,047
$
117,797
$
124,547
$
124,547
Average
Years of Service and Annual Benefit Payable at Retirement
Compensation
15
20
25
30
35
40
$
25,378
$
33,838
$
42,297
$
45,297
$
48,297
$
48,297
$
33,628
$
44,838
$
56,047
$
59,797
$
63,547
$
63,547
$
41,878
$
55,838
$
69,797
$
74,297
$
78,797
$
78,797
$
50,128
$
66,838
$
83,547
$
88,797
$
94,047
$
94,047
$
58,378
$
77,838
$
97,297
$
103,297
$
109,297
$
109,297
$
74,878
$
99,838
$
124,797
$
132,297
$
139,797
$
139,797
$
91,378
$
121,838
$
152,297
$
161,297
$
170,297
$
170,297
$
107,878
$
143,838
$
179,797
$
190,297
$
200,797
$
200,797
$
124,378
$
165,838
$
207,297
$
219,297
$
231,297
$
231,297
Table of Contents
Table of Contents
31
32
33
34
35
36
37
38
39
A-1
A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
A-10
A-11
A-12
A-13
A-14
A-15
A-16
Director Compensation Table For the Year Ended December 31, 2007
Non-equity
Change in pension value
Fees earned or
incentive plan
and nonqualified
All other
paid in cash
Stock awards
Option
compensation
deferred compensation
compensation
Name
($)
($)(1)
awards ($)(2)
($)
earnings ($)(3)
($)(4)
Total ($)
53,350
17,136
(5)
13,400
(5)
14,044
2,176
100,106
65,050
17,136
(6)
13,400
(6)
13,123
2,176
110,885
56,525
17,136
(7)
13,400
(7)
17,669
2,176
106,906
51,050
17,136
(8)
13,400
(8)
15,830
2,176
99,592
48,950
17,136
(9)
13,400
(9)
11,546
2,176
93,208
56,850
17,136
(10)
13,400
(10)
13,890
2,176
103,452
50,025
17,136
(11)
13,400
(11)
10,319
2,176
93,056
42,309
2,389
(12)(13)
1,233
(12)(14)
7,454
352
53,737
(1)
For all directors other than Mr. Tredway, reflects expense related to an award of 4,000
shares of restricted stock granted to each director on March 16, 2005 with a grant date fair
value of $85,680 (based on a grant date fair value of $21.42 per share). This award vests
equally over a five-year period beginning March 16, 2006. All values listed (including the
value for Mr. Tredway) are the amounts recognized for financial statement reporting purposes
in accordance with SFAS 123(R). The assumptions used in the valuation of these awards are
included in Notes 1(o) and 15(d) to our audited financial statements for the year ended
December 31, 2007 included in our Annual Report on Form 10-K for the year ended December 31,
2007 as filed with the Securities and Exchange Commission.
(2)
For all directors other than Mr. Tredway, reflects expense related to an award of 10,000
stock options granted to each director on January 19, 2005 with a grant date fair value of
$67,000 (based on a grant date fair value of $6.70 per stock option). This award vests
equally over a five-year period beginning January 19, 2006. Options have an exercise price of
$22.93 per option. All values listed (including the value for Mr. Tredway) are the amounts
recognized for financial statement reporting purposes in accordance with SFAS 123(R). The
assumptions used in the valuation of these awards are included in Notes 1(o) and 15(e) to our
audited financial statements for the year ended December 31, 2007 included in our Annual
Report on Form 10-K for the year ended December 31, 2007 as filed with the Securities and
Exchange Commission.
(3)
Reflects change in pension value and nonqualified deferred compensation for each director as
follows: Mr. Bauer, $13,687 and $357; Mr. Carr. $12,929 and $194; Mr. Creal, $17,317 and
$352; Mr. Ferrier, $15,259 and $571; Mr. King, $11,306 and $240; Mr. Long $13,799 and $91; Mr.
McDowell, $9,578 and $741; and Mr. Tredway, $7,438 and $16.
(4)
Reflects dividends on unvested restricted stock awards.
(5)
At December 31, 2007, Mr. Bauer had 17,000 stock options outstanding and 2,400 unvested
shares of restricted common stock.
(6)
At December 31, 2007, Mr. Carr had 20,000 stock options outstanding and 2,400 unvested shares
of restricted common stock.
(7)
At December 31, 2007, Mr. Creal had 12,500 stock options outstanding and 2,400 unvested
shares of restricted common stock.
(8)
At December 31, 2007, Mr. Ferrier had 20,000 stock options outstanding and 2,400 unvested
shares of restricted common stock.
(9)
At December 31, 2007, Mr. King had 22,000 stock options outstanding and 2,400 unvested shares
of restricted common stock.
(10)
At December 31, 2007, Mr. Long had 22,000 stock options outstanding and 2,400 unvested shares
of restricted common stock
(11)
At December 31, 2007, Mr. McDowell had 20,000 stock options outstanding and 2,400 unvested
shares of restricted common stock.
(12)
At December 31, 2007, Mr. Tredway had 2,000 stock options outstanding and 800 unvested shares
of restricted stock.
(13)
Reflects expense related to an award of 800 shares of restricted stock granted on June 20,
2007 with a grant date fair value of $22,472 (based on a grant date fair value of $28.09 per
share). This award vests equally over a five-year period beginning June 20, 2008.
(14)
Reflects expense related to an award of 2,000 stock options granted on June 20, 2007 with a
grant date fair value of $11,600 (based on a grant date fair value of $5.80 per stock option).
This award vests equally over a five-year period beginning June 20, 2008. Options have an
exercise price of $28.09 per option.
Table of Contents
Table of Contents
Largest
Aggregate
Principal
Nature
Balance over
Principal
Paid
Interest Paid
Of
Disclosure
Interest
Balance
01/01/07 to
01/01/07 to
Name
Position
Transaction
Period
Rate
12/31/07
12/31/07
12/31/07
Director
Mortgage
$
346,110
4.875
%
$
319,925
$
26,185
$
16,307
Fixed Term
Fixed
Home Equity
$
42,746
9.750
%
$
33,735
$
39,000
$
3,257
Line of Credit
Variable
EVP
Mortgage
$
394,605
6.000
%
$
177,580
$
217,025
$
18,189
Fixed Term
Fixed
Visa Platinum
$
7,624
9.000%
$
6,260
37,878
$
50
Credit Card
Variable
2008 STOCK OPTION PLAN
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Year Ended
Year Ended
December 31, 2007
December 31, 2006
$
633,500
$
479,500
27,000
10,000
149,000
89,195
1,500
1,500
Table of Contents
AT AN ANNUAL MEETING
Table of Contents
Northwest Bancorp, Inc.
100 Liberty Street
Warren, PA 16365-2353
Phone: (814) 728-7263
Fax: (814) 728-7128
BY ORDER OF THE BOARD OF DIRECTORS
Gregory C. LaRocca
Executive Vice President and Corporate Secretary
April 10, 2008
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
100 LIBERTY STREET
WARREN, PA 16365
VOTE BY INTERNET www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time on May 20, 2008.
Have your proxy card in hand when you access the website and follow
the instructions to obtain your records and to create an electronic vote
authorization form.
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER
COMMUNICATIONS
If you would like to reduce the costs incurred by Northwest Bancorp, Inc. in
mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the
Internet. To sign up for electronic delivery, please follow the instructions
above to vote using the Internet and, when prompted, indicate that you agree
to receive or access shareholder communications electronically in future
years.
VOTE BY PHONE 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time on May 20, 2008. Have your proxy card in hand
when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Northwest Bancorp, Inc., c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
NWBNC1
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS REVOCABLE PROXY IS VALID ONLY WHEN SIGNED AND DATED.
NORTHWEST BANCORP, INC.
For
Withhold
For All
All
All
Except
To withhold authority to vote for any individual
nominee(s), mark For All Except and write the
number(s) of the nominee(s) on the line below.
The Board of Directors recommends a vote FOR each of
the listed proposals.
Vote On Directors
1. The election as directors of all nominees listed below (except
as marked to the contrary at the right)
Nominees:
01) William J. Wagner
02) Thomas K. Creal, III
03) A. Paul King
Vote On Proposals
For Against Abstain
2. The approval of the Northwest Bancorp, Inc. 2008 Stock Option Plan.
3. The ratification of the appointment of KPMG LLP as the independent registered public accounting
firm for the year ending December 31, 2008.
The undersigned acknowledges receipt from the Company prior to the execution of this proxy card of
the Notice of the Meeting, a proxy statement dated
April 10, 2008 and audited financial statements.
Please complete and date this proxy card and return it promptly in the enclosed postage-prepaid
envelope.
For address changes and/or comments, please check this box and write them on
the back where indicated.
Please indicate if you plan to attend the Meeting.
When signing as attorney, executor, administrator, trustee
or guardian, please give your full title. If shares are held
jointly, each holder should sign.
Yes No
Please sign exactly as your name appears on this card.
Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date
Table of Contents
REVOCABLE PROXY
NORTHWEST BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 21, 2008
The signer(s) on the reverse side hereby appoints the official proxy committee, consisting of the
entire Board of Directors
with full powers of substitution, to act as attorneys and proxies, to vote all shares of Common
Stock of the Company which the
signer(s) is/are entitled to vote at the 2008 Annual Meeting of Stockholders (Meeting) to be held
on May 21, 2008 at The Struthers
Library Theatre, located at 302 W. Third Avenue, Warren, Pennsylvania, at 11:00 a.m. The official
proxy committee is authorized to
cast all votes to which the signer(s) is/are entitled as indicated on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE
VOTED FOR
EACH OF THE PROPOSALS STATED ON THE REVERSE SIDE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH
MEETING, THIS
PROXY WILL BE VOTED BY THE MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Should the signer(s) be present and elect to vote at the Meeting or at any adjournment thereof and
after notification to the Secretary of
the Company at the Meeting of the stockholders decision to terminate this proxy, then the power of
said attorneys and proxies shall be
deemed terminated and of no further force and effect. This proxy may also be revoked by sending
written notice to the Secretary of the
Company at the address set forth on the Notice of Annual Meeting of Stockholders, or by the filing
of a later dated proxy prior to a vote
being taken on a particular proposal at the Meeting.
Address Changes/Comments:
___
___
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse
side.)