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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
     
  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


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%