Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2024

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-34582

27-0950358

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

3 Easton Oval

Suite 500

Columbus

Ohio

43219

(Address of principal executive office)

(Zip code)

(814) 726-2140

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, 0.01 Par Value

NWBI

NASDAQ Stock Market, LLC

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 17, 2024, Northwest Bancshares, Inc. (the “Company”) announced the departure of John J. Golding, Senior Executive Vice President, Chief Consumer Banking Officer, effective June 17, 2024. In connection with Mr. Goldings' departure, he is entitled to receive a payment of approximately $1.6 million under his Employment Agreement, dated as of April 7, 2020.

Item 8.01 Other Events

On June 18, 2024, Northwest Bank, the wholly-owned subsidiary of Northwest Bancshares, Inc. (the “Company”), issued a press release announcing the appointment of Urich Bowers as Chief Consumer Banking and Strategy Officer. Mr. Bowers will provide strategic leadership and operational oversight for all aspects of the Company's consumer banking business. A copy of the release is included as exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description

99.1						Press release dated June 18, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

NORTHWEST BANCSHARES, INC.

Date:

June 18, 2024

By:

/s/ Douglas M. Schosser

Douglas M. Schosser

Senior Executive Vice President, Chief Financial Officer

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 melanie.clabaugh@northwest.com www.northwest.bank Northwest Bank Appoints Urich Bowers as Chief Consumer Banking and Strategy Officer Columbus, Ohio (June 18, 2024) - Northwest Bank, a prominent regional financial services company, is pleased to announce the appointment of Urich Bowers as its new chief consumer banking and strategy officer and member of the bank's executive leadership team. Bowers, a seasoned banking executive with an impressive track record, succeeds John Golding, who recently departed the bank to pursue new opportunities. This strategic appointment represents a significant enhancement in leadership and underscores Northwest Bank's dedication to transforming its Retail strategy and accelerating growth in the highly competitive consumer banking sector. Urich Bowers brings nearly 25 years of experience in the banking industry to his new role at Northwest Bank. He joins the bank from PNC Financial Services Group, where he most recently served as Head of Consumer Products, Strategy and Innovation. In this position, Bowers oversaw a portfolio of consumer households with more than $200B in deposits, leading a team responsible for PNC's consumer checking, savings, time deposits, Virtual Wallet® and digital experiences. Notably, he holds several patents for the development of PNC's innovative Low Cash Mode® product, a digital experience designed to help consumers manage cash shortfalls and avoid overdraft fees. Throughout his tenure at PNC, Bowers held various leadership roles, including Head of Retail Savings, Liquidity and Fee Businesses; Chief Financial Officer -- Retail Banking; Chief Financial Officer -- Asset Management Group; SVP, Competitive Analysis and Planning, as well as positions in performance measurement, strategic planning, corporate marketing and e- commerce and affinity businesses. "We are thrilled to welcome Urich Bowers to the Northwest Bank team," said Louis J. Torchio, President and CEO of Northwest Bank. "His extensive experience, proven track record and innovative approach to consumer banking will be invaluable as we continue to evolve our retail strategy and deliver exceptional services to our customers. We are confident that Urich's leadership will drive growth and success in our consumer banking division."

Bowers will oversee Northwest Bank's Consumer Bank division consisting of approximately 1,100 employees. This division is comprised of the bank's network of 131 financial centers across Pennsylvania, New York, Ohio and Indiana; Northwest Investment Services; trust division; retail operations, contact center and other core functions. Urich Bowers, a Pittsburgh native, earned both his bachelor's degree and Master of Business Administration from the University of Pittsburgh. He will be based in Northwest Bank's Columbus headquarters. As Northwest Bank bids farewell to John Golding and expresses gratitude for his contributions, the institution eagerly welcomes Urich Bowers to its leadership team. With Bowers at the helm of its Consumer Banking division, Northwest Bank is poised to redefine its retail strategy, foster innovation and achieve new heights of success in the ever-evolving financial services landscape. "I am excited to join Northwest Bank and contribute to the growth and success of the organization," said Urich Bowers. "I look forward to working with the talented team at Northwest Bank to deliver innovative and customer-centric solutions that meet the evolving needs of our customers." About Northwest Headquartered in Columbus, Ohio, Northwest Bancshares, Inc. is the bank holding company of Northwest Bank. Founded in 1896 and headquartered in Warren, Pennsylvania, Northwest Bank is a full-service financial institution offering a complete line of business and personal banking products, as well as treasury management solutions and wealth management services. Northwest currently operates 131 full-service financial centers and eight free standing drive- through facilities in Pennsylvania, New York, Ohio and Indiana. Northwest Bancshares, Inc.’s common stock is listed on the NASDAQ Global Select Market (“NWBI”). Additional information regarding Northwest Bancshares, Inc. and Northwest Bank can be accessed on-line at www.northwest.com. ###

Cover Page Document	Jun. 17, 2024
Cover page. [Abstract]
Document Type	8-K
Document Period End Date	Jun. 17, 2024
Entity Registrant Name	Northwest Bancshares, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34582
Entity Tax Identification Number	27-0950358
Entity Address, Address Line One	3 Easton Oval
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43219
City Area Code	814
Local Phone Number	726-2140
Title of 12(b) Security	Common Stock, 0.01 Par Value
Trading Symbol	NWBI
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001471265
Amendment Flag	false
Entity Address, Address Line Two	Suite 500