Northwest Bancshares Inc
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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FY2023 · Filed Feb 23, 2024
NWBI$15.33-0.3%Stored close · as of Nov 10, 2026
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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, 2023 and 2022
(E)Consolidated Statements of Income for the Years ended December 31, 2023, 2022 and 2021
(F)Consolidated Statements of Comprehensive Income for the Years ended December 31, 2023, 2022 and 2021
(G)Consolidated Statements of Changes in Shareholders’ Equity for the Years ended December 31, 2023, 2022 and 2021
(H)Consolidated Statements of Cash Flows for the Years ended December 31, 2023, 2022 and 2021
(I)Notes to the Consolidated Financial Statements
(a)(2)Financial Statement Schedules
None.
(a)(3)Exhibits
| Regulation S-Kexhibit number | Document | Reference to prior filing or exhibit number attached hereto |
| 3.1 | 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. |
| 3.2 | 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. |
| 3.3 | Amended and Restated Bylaws of Northwest Bancshares, Inc. | 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. |
| 4.1 | 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. |
| 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 | 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. |
| 10.2 | 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. |
| 10.3 | 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. |
| 10.4 | 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. |
| 10.5 | 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. |
| 10.6 | 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 | |
| 10.9 | 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. |
| 10.10 | Employment Agreement for Mark T. 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 | |
| 10.12 | Northwest Bancshares, Inc. 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 | |
| 10.14 | Northwest Bancshares, Inc. 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. |
| 10.15 | 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. |
| 10.16 | 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. |
| 10.17 | 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. 001-34582), filed with the SEC on May 14, 2018. |
| 10.18 | 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. |
| 10.19 | Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and Louis J. Torchio | Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on August 17, 2022. |
| 10.20 | Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and William W. Harvey Jr. | Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on August 17, 2022. |
| 10.21 | 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. |
| 10.22 | Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Scott Watson | Filed herewith as Exhibit 10.22 |
| 10.23 | Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Greg Betchkal | Filed herewith as Exhibit 10.23 |
| 10.24 | 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. |
| 10.25 | 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: 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 |
| 97 | Policy Relating to Recovery of Extraneously Awarded Compensation | Filed herewith as Exhibit 97 |
| 101 | Interactive Data File (XBRL) | Filed herewith as Exhibit 101 |
| 104 | Interactive Data File (XBRL) | Filed herewith as Exhibit 104 |
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