What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-25 · 72 added, 66 removed, 109 unchanged (56% of the section changed)

35 unchanged sentences

2018 Equity Incentive Plan 2,105,716 14.48 —

Northwest Bancshares, Inc.

2022 Equity Incentive Plan — — 3,074,002

Total 3,657,580 $ 14.25 3,074,002

12 unchanged sentences

(D) Consolidated Statements of Financial Condition at December 31, 2022 and 2021

(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

(E) Consolidated Statements of Income for the Years ended December 31, 2022, 2021 and 2020

(F) Consolidated Statements of Comprehensive Income for the Years ended December 31, 2022, 2021 and 2020

(G) Consolidated Statements of Changes in Shareholders’ Equity for the Years ended December 31, 2022, 2021 and 2020

(H) Consolidated Statements of Cash Flows for the Years ended December 31, 2022, 2021 and 2020

(I) Notes to the Consolidated Financial Statements

4 unchanged sentences

or exhibit number attached hereto

Articles of Incorporation (2)

Articles of Amendment to Articles of Incorporation (2)

Articles of Incorporation 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.

Articles of Amendment to Articles of Incorporation 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.

Amended and Restated Bylaws of Northwest Bancshares, Inc.

Form of Common Stock Certificate (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.

Form of Common Stock Certificate 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.

Description of Registrant’s Securities Filed herewith as Exhibit 4.2

Amendment and Restatement of Deferred Compensation Plan for Outside Directors Of Northwest Savings Bank and Eligible Affiliates (3)

Retirement Plan for Outside Directors of Northwest Savings Bank and Eligible Affiliates (3)

Amended and Restated Northwest Savings Bank Nonqualified Supplemental Retirement Plan (3)

Annual Performance Award Plan (4)

Amendment and Restatement of Deferred Compensation Plan for Outside Directors Of Northwest Savings Bank and Eligible Affiliates 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.

Retirement Plan for Outside Directors of Northwest Savings Bank and Eligible Affiliates 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.

Amended and Restated Northwest Savings Bank Nonqualified Supplemental Retirement Plan 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.

Annual Performance Award Plan Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on September 16, 2020.

Northwest Bancorp, Inc.

2008 Stock Option Plan (5)

Amended and Restated Northwest Savings Bank and Affiliates Upper Managers Bonus Deferred Compensation Plan (3)

Employment Agreement for Ronald J.

Employment Agreement for William W.

2008 Stock Option Plan 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.

Amended and Restated Northwest Savings Bank and Affiliates Upper Managers Bonus Deferred Compensation Plan 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.

10.7 Intentionally Omitted

10.8 Intentionally Omitted

Employment Agreement for John J.

Golding Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on April 4, 2020.

Employment Agreement for Mark T.

Employment Agreement for Louis J.

Reitzes 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.

10.11 Intentionally Omitted

Northwest Bancshares, Inc.

2011 Equity Incentive Plan (10)

Acknowledgment and Waiver William W.

2011 Equity Incentive Plan 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.

10.13 Intentionally Omitted

Northwest Bancshares, Inc.

2018 Equity Incentive Plan (12)

Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan (13)

Form of Incentive Stock Option Award Agreement under the

2018 Equity Incentive Plan (13)

2018 Equity Incentive Plan 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.

Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on July 2, 2020.

Form of Incentive Stock Option Award Agreement under the 2018 Equity Incentive Plan Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on July 2, 2020.

Form of Restricted Stock Award Agreement under the

2018 Equity Incentive Plan (14)

Form of Amendment to Employee Agreement (15)

2018 Equity Incentive Plan Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on May 14, 2018.

Form of Amendment to Employee Agreement Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on November 16, 2021.

Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc.

Torchio Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on August 17, 2022.

Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc.

and William W.

Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on August 17, 2022.

Northwest Bank Annual Performance Award Plan Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on April 22, 2022.

Northwest Bank and Northwest Bancshares, Inc.

Change in Control Agreement for Scott Watson Filed herewith as Exhibit 10.22

12 Statement re:

9 unchanged sentences

104 Interactive Data File (XBRL) Filed herewith as Exhibit 104

(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.

FORM 10-K SUMMARY

3 unchanged sentences

February 24, 2023 By:

/s/ Ronald J.

Seiffert, Chairman, President and Chief Executive Officer

Torchio, President and Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

February 24, 2023 By:

/s/ Ronald J.

Seiffert, Chairman, President and Chief Executive Officer

Torchio, President and Chief Executive Officer

(Principal Executive Officer)

2 unchanged sentences

Harvey, Jr., Senior Executive Vice President,

and Chief Financial Officer (Principal Financial Officer)

Chief Operating Officer, and

Chief Financial Officer (Principal Financial Officer)

February 24, 2023 By:

/s/ Jeffrey R.

White, Senior Vice President and Controller

(Principal Accounting Officer)

/s/ Jeffrey J.

Maddigan, Executive Vice President, Finance, Accounting

and Corporate Treasurer (Principal Accounting Officer)

February 24, 2023 By:

/s/ Timothy B.

Fannin, Chairman and Director

February 24, 2023 By:

/s/ Robert M.

7 unchanged sentences

February 24, 2023 By:

/s/ Timothy B.

Fannin, Director

February 25, 2022 By:

/s/ Timothy M.

1 unchanged sentence

February 24, 2023 By:

Meegan, Director

February 25, 2022 By:

/s/ William F.

1 unchanged sentence

February 24, 2023 By:

Meegan, Director

February 24, 2023 By:

Paup, Director

3 unchanged sentences

Tullio, Director

February 24, 2023 By:

/s/ Pablo Vegas

Pablo Vegas, Director

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.

What changed 10-K

Item 9A. Controls and Procedures