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 16, 2014

 

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-34582

 

27-0950358

(State or other jurisdiction
of incorporation)

 

(Commission File No.)

 

(I.R.S. Employer
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)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

 

 



 

Item 5.07                                           Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Shareholders was held on April 16, 2014.  The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 5, 2014.  The final results of the shareholder votes are as follows:

 

Proposal 1 — Election of Directors

 

 

 

 

 

 

 

Broker

 

 

 

For

 

Withheld

 

Non-Votes

 

William J. Wagner

 

68,239,912

 

2,032,215

 

12,201,938

 

A. Paul King

 

69,266,489

 

1,005,638

 

12,201,938

 

Sonia M. Probst

 

69,541,842

 

730,285

 

12,201,938

 

William F. McKnight

 

69,552,706

 

719,421

 

12,201,938

 

 

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

 

The Shareholders approved the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.

 

For

 

81,586,489

 

Against

 

728,558

 

Abstain

 

159,018

 

Broker non-votes

 

0

 

 

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

 

The shareholders approved the proposal regarding the compensation of the named executive officers as disclosed in the proxy statement was as follows:

 

For

 

67,062,744

 

Against

 

2,252,134

 

Abstain

 

957,249

 

Broker non-votes

 

12,201,938

 

 

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Item 8.01                                           Other Events.

 

On April 16, 2014, the Registrant held its annual shareholders’ meeting.  The slide presentation made to shareholders is attached as exhibit 99.1.

 

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 made to shareholders.

 

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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.

 

 

 

NORTHWEST BANCSHARES, INC.

 

 

 

 

 

 

DATE:

April 17, 2014

 

By:

/s/ William W. Harvey, Jr.

 

 

William W. Harvey, Jr.

 

 

Chief Financial Officer

 

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