What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 33 added, 17 removed, 164 unchanged (23% of the section changed)

21 unchanged sentences

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 2023 Proxy Statement are incorporated herein by reference.

The “Proposal I-Election of Directors-Meetings and Committees of the Board of Directors-Compensation Committee,” “-Compensation Committee Interlocks and Insider Participation,” “-Compensation Discussion and Analysis - Compensation Committee Report,” -Compensation Discussion and Analysis,” “-Executive Compensation,” “-Employment Agreements/Change in Control 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 2024 Proxy Statement are incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

53 unchanged sentences

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.

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 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.

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.

16 unchanged sentences

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.

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.

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

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.

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.

Torchio Incorporated by reference to the Current Report on

Form 8-K (File No.

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

1 unchanged sentence

and William W.

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

Incorporated by reference to the Current Report on

Form 8-K (File No.

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

3 unchanged sentences

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

Northwest Bank and Northwest Bancshares, Inc.

Change in Control Agreement for Greg Betchkal Filed herewith as Exhibit 10.23

Retirement Agreement by and between William W.

Harvey, Jr., Northwest Bancshares, Inc.

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

001-34582), filed with the SEC on September 21, 2023.

Independent Contractor Consulting Agreement by and between William W.

Harvey, Jr., Northwest Bancshares, Inc.

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

001-34582), filed with the SEC on September 21, 2023.

12 Statement re:

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 32

Policy Relating to Recovery of Extraneously Awarded Compensation Filed herewith as Exhibit 97

101 Interactive Data File (XBRL) Filed herewith as Exhibit 101

36 unchanged sentences

February 23, 2024 By:

/s/ William F.

McKnight, Director

February 24, 2023 By:

Meegan, Director

2 unchanged sentences

February 23, 2024 By:

Probst, Director

February 24, 2023 By:

Tullio, Director

February 23, 2024 By:

/s/ Pablo Vegas

Pablo Vegas, Director

Vegas, Director

February 23, 2024 By:

Williams, 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