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Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
−Removed: Effective January 1, 2020, the Company adopted CECL.
−Removed: The Company designed new controls and modified existing controls as part of this adoption.
−Removed: These additional controls over financial reporting included controls over model creation and design, model governance, assumptions and expanded controls over loan level data.
There were no changes made in our internal controls during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Not applicable.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Compliance with Section 16(a) of the Exchange Act
−Removed: The “Proposal I-Election of Directors-Delinquent Section 16(a) Reports” section of the 2021 Proxy Statement is incorporated herein by reference.
+Added: The “Proposal I-Election of Directors-Section 16(a) Beneficial Ownership Reporting Compliance” section of the 2022 Proxy Statement is incorporated herein by reference.
Code of Ethics
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EXECUTIVE COMPENSATION
−Removed: The “Proposal I-Election of Directors-Meetings and Committees of the Board of Directors-Compensation Committee,” “-Compensation Committee Interlocks and Insider Participation,” “-Compensation Committee Report,” “-Compensation Discussion and Analysis,” “-Executive Compensation,” “-Employment Agreements,” “-Potential Payments to Named Executive Officers,” “-Defined Benefit Plans,” “-Supplemental Executive Retirement Plan,” “-Life Insurance Coverage” and “-Directors’ Compensation” sections of the Company’s 2021 Proxy Statement are incorporated herein by reference.
+Added: The “Proposal I-Election of Directors-Meetings and Committees of the Board of Directors-Compensation Committee,” “-Compensation Committee Interlocks and Insider Participation,” “-Compensation Committee Report,” “-Compensation Discussion and Analysis,” “-Executive Compensation,” “-Employment Agreements,” “-Potential Payments to Named Executive Officers,” “-Defined Benefit Plan,” “-Supplemental Executive Retirement Plan,” “-Life Insurance Coverage” and “-Director Compensation” sections of the Company’s 2022 Proxy Statement are incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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issuance under plan
−Removed: Northwest Bancorp, Inc.
−Removed: 2008 Stock Option Plan 767,564 12.21 —
Northwest Bancshares, Inc.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
+Added: Our independent registered public accounting firm is KPMG LLP , Pittsburgh, PA , Auditor Firm ID:
The “Proposal II-Ratification of Appointment of Independent Registered Public Accounting Firm” section of the Company’s 2022 Proxy Statement is incorporated herein by reference.
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or exhibit number attached hereto
−Removed: 2 Plan of acquisition, reorganization, arrangement, liquidation or succession None
Articles of Incorporation (2)
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Description of Registrant’s Securities Filed herewith as Exhibit 4.2
−Removed: 9 Voting Trust Agreement None
Amendment and Restatement of Deferred Compensation Plan for Outside Directors Of Northwest Savings Bank and Eligible Affiliates (3)
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Employment Agreement for William W.
−Removed: Employment Agreement for John J Golding (8)
+Added: Employment Agreement for John J.
Employment Agreement for Mark T.
−Removed: Reitzes Filed herewith as Exhibit 10.10
Employment Agreement for Louis J.
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2018 Equity Incentive Plan (14)
−Removed: 11 Statement re:
−Removed: computation of per share earnings None
+Added: Form of Amendment to Employee Agreement (15)
12 Statement re:
computation of ratios Not required
−Removed: 16 Letter re:
−Removed: change in certifying accountant None
−Removed: 18 Letter re:
−Removed: change in accounting principles None
Subsidiaries of Registrant Filed herewith as Exhibit 21
−Removed: 22 Published report regarding matters submitted to vote of
−Removed: security holders None
Consent of experts and counsel Filed herewith as Exhibit 23
24 Power of Attorney Not required
−Removed: 28 Information from reports furnished to State insurance regulatory authorities None
Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 31.1
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101 Interactive Data File (XBRL) Filed herewith as Exhibit 101
+Added: 104 Interactive Data File (XBRL) Filed herewith as Exhibit 104
(1) Intentionally Omitted.
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000-23817), filed with the SEC on April 11, 2008.
+Added: (6) Incorporated by reference to the Current Report on Form 8-K (File No.
+Added: 001-34582), filed with the SEC on July 20, 2018.
(7) Incorporated by reference to the Periodic Report on Form 8-K (File No.
001-34582), filed with the SEC on March 9, 2015.
−Removed: (7) Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.
−Removed: 001-34582), filed with the SEC on March 1, 2011.
(8) Incorporated by reference to the Current Report on Form 8-K (File No.
001-34582), filed with the SEC on April 4, 2020.
−Removed: (9) Incorporated by reference to the Current Report on Form 8-K (File No.
−Removed: 001-34582), filed with the SEC on July 20, 2018.
(9) Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.
+Added: 001-34582), filed with the SEC on February 26, 2020.
+Added: (10) Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.
001-34582), filed with the SEC on March 1, 2011.
+Added: (11) Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.
+Added: 001-34582), filed with the SEC on March 1, 2018.
(12) Incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2018 Annual Meeting of Shareholders (File no.
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001-34582), filed with the SEC on May 14, 2018.
+Added: (15) Incorporated by reference to the Current Report on Form 8-K (File No.
+Added: 001-34582), filed with the SEC on November 16, 2021.
FORM 10-K SUMMARY
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.