Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. 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.
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.
See Management’s Report On Internal Control Over Financial Reporting - filed herewith under Part II, Item 8. “Financial Statements and Supplementary Data”.
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
The “Proposal I-Election of Directors” section of the Company’s definitive proxy statement for the Company’s 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”) is incorporated herein by reference.
Executive Officers
The “Proposal I-Election of Directors-Executive Officers who are not Directors” section of the 2022 Proxy Statement is incorporated herein by reference.
Compliance with Section 16(a) of the Exchange Act
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
The “Proposal I-Election of Directors-Code of Ethics” section of the 2022 Proxy Statement is incorporated herein by reference. A copy of the Code of Ethics is available to shareholders on the “Governance Documents” portion of the Investor Relations’ section on the Company’s website at www.northwest.com.
Corporate Governance
Information regarding the audit committee and its composition and the audit committee’s financial expert required by this item is incorporated herein by reference to the section captioned “Proposal I-Election of Directors-Meetings and Committees of the Board of Directors-Audit Committee” section of the 2022 Proxy Statement.
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ITEM 11. EXECUTIVE COMPENSATION
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The “Proposal I-Election of Directors” section of the Company’s 2022 Proxy Statement is incorporated herein by reference.
The Company does not have any equity compensation program that was not approved by stockholders.
Set forth below is certain information as of December 31, 2021 regarding equity compensation plans that have been approved by stockholders.
Equity compensation plans approved by stockholders Number of securities to be issued upon exercise of outstanding options,
warrants and rights Weighted average
exercise price (1) Number of securities
remaining available for
issuance under plan
Northwest Bancshares, Inc. 2011 Equity Incentive Plan 2,035,115 $ 13.66 —
Northwest Bancshares, Inc. 2018 Equity Incentive Plan 2,345,195 $ 14.39 187,672
Total 4,380,310 $ 14.05 187,672
(1) Reflects exercise price of options only.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The “Proposal I-Election of Directors-Board Independence” and “Proposal I-Election of Directors-Transactions with Certain Related Persons” sections of the Company’s 2022 Proxy Statement are incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP , Pittsburgh, PA , Auditor Firm ID: 185 .
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.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The following documents are filed as part of this Form 10-K.
(A) Management’s Report on Internal Control Over Financial Reporting
(B) Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
(C) Report of Independent Registered Public Accounting Firm
(D) Consolidated Statements of Financial Condition at December 31, 2021 and 2020
(E) Consolidated Statements of Income Years ended December 31, 2021, 2020 and 2019
(F) Consolidated Statements of Comprehensive Income Years ended December 31, 2021, 2020 and 2019
(G) Consolidated Statements of Changes in Shareholders’ Equity Years ended December 31, 2021, 2020 and 2019
(H) Consolidated Statements of Cash Flows Years ended December 31, 2021, 2020 and 2019
(I) Notes to the Consolidated Financial Statements
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(a)(2) Financial Statement Schedules
None.
(a)(3) Exhibits
Regulation S-K
exhibit number Document Reference to prior filing
or exhibit number attached hereto
3.1
Articles of Incorporation (2)
3.2
Articles of Amendment to Articles of Incorporation (2)
3.3
Amended and Restated Bylaws of Northwest Bancshares, Inc. (2)
4.1
Form of Common Stock Certificate (2)
4.2
Description of Registrant’s Securities Filed herewith as Exhibit 4.2
10.1
Amendment and Restatement of Deferred Compensation Plan for Outside Directors Of Northwest Savings Bank and Eligible Affiliates (3)
10.2
Retirement Plan for Outside Directors of Northwest Savings Bank and Eligible Affiliates (3)
10.3
Amended and Restated Northwest Savings Bank Nonqualified Supplemental Retirement Plan (3)
10.4
Annual Performance Award Plan (4)
10.5
Northwest Bancorp, Inc. 2008 Stock Option Plan (5)
10.6
Amended and Restated Northwest Savings Bank and Affiliates Upper Managers Bonus Deferred Compensation Plan (3)
10.7
Employment Agreement for Ronald J. Seiffert (6)
10.8
Employment Agreement for William W. Harvey, Jr. (7)
10.9
Employment Agreement for John J. Golding (8)
10.10
Employment Agreement for Mark T. Reitzes (9)
10.11
Employment Agreement for Louis J. Torchio (8)
10.12
Northwest Bancshares, Inc. 2011 Equity Incentive Plan (10)
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10.13
Acknowledgment and Waiver William W. Harvey (11)
10.14
Northwest Bancshares, Inc. 2018 Equity Incentive Plan (12)
10.15
Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan (13)
10.16
Form of Incentive Stock Option Award Agreement under the
2018 Equity Incentive Plan (13)
10.17
Form of Restricted Stock Award Agreement under the
2018 Equity Incentive Plan (14)
10.18
Form of Amendment to Employee Agreement (15)
12 Statement re: computation of ratios Not required
21
Subsidiaries of Registrant Filed herewith as Exhibit 21
23
Consent of experts and counsel Filed herewith as Exhibit 23
24 Power of Attorney Not required
31.1
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
31.2
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 31.2
32
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 32
101 Interactive Data File (XBRL) Filed herewith as Exhibit 101
104 Interactive Data File (XBRL) Filed herewith as Exhibit 104
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(1) Intentionally Omitted.
(2) Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-161805), filed with the SEC on September 9, 2009.
(3) Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009.
(4) Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on September 16, 2020.
(5) Incorporated by reference to the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders (File No. 000-23817), filed with the SEC on April 11, 2008.
(6) Incorporated by reference to the Current Report on Form 8-K (File No. 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.
(8) Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on April 4, 2020.
(9) Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on February 26, 2020.
(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.
(11) Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 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. 001-34582), filed with the SEC on March 7, 2018.
(13) Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on July 2, 2020.
(14) Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on May 14, 2018.
(15) Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on November 16, 2021.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NORTHWEST BANCSHARES, INC.
Date: February 25, 2022 By: /s/ Ronald J. Seiffert
Ronald J. Seiffert, Chairman, President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: February 25, 2022 By: /s/ Ronald J. Seiffert
Ronald J. Seiffert, Chairman, President and Chief Executive Officer
(Principal Executive Officer)
Date: February 25, 2022 By: /s/ William W. Harvey, Jr.
William W. Harvey, Jr., Senior Executive Vice President
and Chief Financial Officer (Principal Financial Officer)
Date: February 25, 2022 By: /s/ Jeffrey R. White
Jeffrey R. White, Senior Vice President and Controller
(Principal Accounting Officer)
Date: February 25, 2022 By: /s/ Robert M. Campana
Robert M. Campana, Director
Date: February 25, 2022 By: /s/ Deborah J. Chadsey
Deborah J. Chadsey, Director
Date: February 25, 2022 By: /s/ Wilbur R. Davis
Wilbur R. Davis, Director
Date: February 25, 2022 By: /s/ Timothy B. Fannin
Timothy B. Fannin, Director
Date: February 25, 2022 By: /s/ Timothy M. Hunter
Timothy M. Hunter, Director
Date: February 25, 2022 By: /s/ John P. Meegan
John P. Meegan, Director
Date: February 25, 2022 By: /s/ William F. McKnight
William F. McKnight, Director
Date: February 25, 2022 By: /s/ Mark A. Paup
Mark A. Paup, Director
Date: February 25, 2022 By: /s/ Sonia M. Probst
Sonia M. Probst, Director
Date: February 25, 2022 By: /s/ David M. Tullio
David M. Tullio, Director
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