NWBI amends CEO/CFO employment agreements, grants $2M RSU retention award to CEO

Northwest Bancshares, Inc.

On Nov 20, Compensation Committee approved amended agreements for CEO Louis Torchio and CFO Douglas Schosser.
Key changes: expanded 12-month noncompete to any state where NWBI has a banking license; 280G cutback provision.
CEO granted $2M RSUs vesting after 4 years; accelerated vesting on death/disability/change-in-control or after age 65.
Bylaw amended to allow annual meetings to be held partially or fully via remote communication.
RSU grant effective by Dec 31, 2024; settled in two installments (vesting date + 6 months post-employment).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Northwest Bancshares, Inc.: Amendment No. 1 to Bylaws updated place, date and time of annual meeting and clarified that an annual meeting may be held partially or solely by remote communication (effective 2024-11-20).

Change: bylaw amendment
Effective: 2024-11-20

Exact text from the filing

On November 20, 2024, our Board of Directors approved and adopted Amendment No. 1 to our Bylaws (the “Amendment”), effective as of November 20, 2024, to update the place, date and time at which an annual meeting of stockholders shall be held and clarify that an annual meeting of stockholders may be held partially or solely by means of remote communication.

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Northwest Bancshares, Inc. filing history →

Source: SEC EDGAR

accession 0000950103-24-016679

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