--- schema_version: "secwatch.filing_event.v1" accession: "0001471265-23-000065" form_type: "8-K" ticker: "NWBI" cik: "0001471265" company_name: "Northwest Bancshares, Inc." filed_at: "2023-04-21T23:59:59+00:00" generated_at: "2026-06-16T21:15:18.348261+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # Director William F. McKnight retires; shareholders ratify KPMG and approve exec pay ## Summary - William F. McKnight's term expired at April 19, 2023 annual meeting; retired due to mandatory age limit, not a disagreement. - Stockholders elected Pablo A. Vegas, Louis J. Torchio, and William W. Harvey Jr. as directors. - Ratified KPMG LLP as independent auditor for fiscal 2023 with 98.6M votes for. - Advisory vote on executive compensation approved (80.6M for, 3.8M against). - Board intends annual say-on-pay votes based on 1-year frequency advisory result. ## SEC filing metadata - accession: 0001471265-23-000065 - form_type: 8-K - ticker: NWBI - cik: 0001471265 - company_name: Northwest Bancshares, Inc. - filed_at: 2023-04-21T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1471265/000147126523000065/0001471265-23-000065-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1471265/000147126523000065/nwbi-20230419.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001471265-23-000065 - JSON: https://secwatch.observer/filing/0001471265-23-000065.json - Plain text: https://secwatch.observer/filing/0001471265-23-000065.txt ## Key facts - Executive change William F. McKnight retired as Director at Northwest Bancshares, Inc.. - Action: retired - Role: Director source text: William F. McKnight's term as a member of Northwest Bancshares, Inc.'s Board of Directors expired as of the Annual Meeting of Stockholders held on April 19, 2023. Mr. McKnight is retiring from the Board as he is not eligible under the Company's bylaws to stand for re-election due to the Company's mandatory retirement age provision for directors and not as a result of any disagreement with the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1471265/000147126523000065/0001471265-23-000065-index.htm - Shareholder Votes Northwest Bancshares, Inc. shareholders approved Advisory vote on frequency of say-on-pay votes at the 2023-04-19 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-04-19 source text: Proposal 4 - An advisory, non-binding proposal with respect to the frequency that stockholders will vote on our executive compensation 1 Year 75,617,566 2 Years 739,651 3 Years 8,406,012 Abstain 502,584 Broker Non-Votes 15,470,191 evidence_url: https://www.sec.gov/Archives/edgar/data/1471265/000147126523000065/0001471265-23-000065-index.htm - Shareholder Votes Northwest Bancshares, Inc. shareholders approved Advisory vote to approve executive compensation at the 2023-04-19 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-19 source text: Proposal 3 - An advisory, non-binding resolution to approve executive compensation described in the Proxy Statement The stockholders approved the proposal regarding the compensation of the named executive officers as disclosed in the Proxy Statement as follows: For 80,631,748 Against 3,775,852 Abstain 858,213 Broker Non-Votes 15,470,191 evidence_url: https://www.sec.gov/Archives/edgar/data/1471265/000147126523000065/0001471265-23-000065-index.htm - Shareholder Votes Northwest Bancshares, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-04-19 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-19 source text: Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. For 98,588,590 Against 1,928,536 Abstain 218,878 Broker Non-Votes — evidence_url: https://www.sec.gov/Archives/edgar/data/1471265/000147126523000065/0001471265-23-000065-index.htm - Shareholder Votes Northwest Bancshares, Inc. shareholders approved Election of Directors at the 2023-04-19 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-19 source text: Proposal 1 - Election of Directors The stockholders elected the following Directors: For Withheld Broker Non-Votes Pablo A. Vegas 74,689,245 10,576,568 15,470,191 Louis J. Torchio 82,889,924 2,375,889 15,470,191 William W. Harvey, Jr. 75,268,398 9,997,415 15,470,191 evidence_url: https://www.sec.gov/Archives/edgar/data/1471265/000147126523000065/0001471265-23-000065-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.