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UNITED STATES
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): November 16, 2021
Northwest Bancshares, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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001-34582
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27-0950358
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(State or other jurisdiction
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(Commission File No.)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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3 Easton Oval
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Suite 500
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Columbus
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Ohio
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43219
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(Address of principal executive office)
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(Zip code)
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Registrant’s telephone number, including area code: (814) 726-2140
100 Liberty Street, Warren, Pennsylvania 16365
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, 0.01 Par Value
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NWBI
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NASDAQ Stock Market, LLC
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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 November 16, 2021, Northwest Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary, Northwest Bank (the “Bank”), entered into an amendment to the employment agreements (together, the “Amendments”) with each of Ronald J. Seiffert, Chief Executive Officer and President of the Company and the Bank, William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer of the Company and the Bank, John J. Golding, Senior Executive Vice President, Consumer and Business Banking of the Company and the Bank, Mark T. Reitzes, Senior Executive Vice President, Commercial Banking of the Company and the Bank, and Louis J. Torchio, Senior Executive Vice President, Retail Lending of the Company and the Bank (each, an “Executive”). The Amendment deletes a provision in each Executive’s employment agreement that would reduce payments to the Executive under certain circumstances in the event of a change in control of the Company.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the form of Amendment which is attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed herewith:
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Exhibit No.
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Description
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Form of Amendment to Employment Agreement entered into with Ronald J. Seiffert, William W. Harvey, Jr., John J. Golding, Mark T. Reitzes and Louis J. Torchio
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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NORTHWEST BANCSHARES, INC.
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DATE:
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November 19, 2021
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By:
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/s/ William W. Harvey, Jr.
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William W. Harvey, Jr.
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Chief Financial Officer
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NORTHWEST BANK
NORTHWEST BANCSHARES, INC.
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment is made effective as of the 1st day of November, 2021 (the “Effective Date”), by and between Northwest Bank (the “Bank”), a Pennsylvania-chartered savings bank with its principal offices at 100 Liberty Street, Warren, Pennsylvania 16365 and Northwest Bancshares, Inc., the holding company of the Bank, and __________ (“Executive”).
WHEREAS, the Bank is a wholly-owned subsidiary of Northwest Bancshares, Inc., a stock holding company incorporated in the State of Maryland (the “Company”); and
WHEREAS, the Company, the Bank and the Executives each entered into an employment agreement dated [Insert Date] (collectively, the “Agreements”); and
WHEREAS, the Company, the Bank and the Executives believe it is in the best interests of the Company, the Bank and each Executive to modify the Agreements by striking Section 4(f) thereof pertaining to a reduction in benefits to avoid an excess parachute payment.
NOW THEREFORE, BE IT RESOLVED, Section 4(f) of the Agreements shall be deleted in its entirety; and
RESOLVED FURTHER, except as expressly modified by this revision, the Agreements shall remain in full force and effect and this Amendment together with each Agreement, shall constitute one agreement between the parties.
IN WITNESS WHEREOF the Company, the Bank and the Executive have signed (or caused to be signed) this Agreement, on November , 2021.
Attest: Northwest Bancshares, Inc.
By:
Secretary Title:
Attest: Northwest Bank
By:
Secretary Title:
Attest: Executive
By:
Secretary Title: