Northwest Bancshares (NWBI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 20, 2026, with shareholders voting on key proposals including director elections, auditor ratification, executive compensation, a new equity incentive plan, and a discounted stock purchase plan.

• Shareholders of record as of March 17, 2026, are entitled to vote, with proxy materials available online and by mail upon request.

• The Board unanimously recommends voting in favor of all proposals, emphasizing alignment with shareholder interests and best practices.

Voting matters and shareholder proposals

• Proposals include electing three directors, ratifying KPMG LLP as auditor for 2026, an advisory vote on executive compensation, approval of the 2026 Equity Incentive Plan, and approval of the Discounted Stock Purchase Plan.

• Shareholders may vote online, by phone, mail, or during the virtual meeting, with procedures for proxy revocation detailed.

• Advance notice and procedural requirements for shareholder proposals and director nominations are outlined in the bylaws.

Board of directors and corporate governance

• The Board will consist of 10 members post-meeting, with directors divided into three classes for staggered three-year terms.

• Board independence is maintained, with all but the CEO considered independent under Nasdaq standards.

• The Board has a separate independent Chairman and CEO, with robust succession planning and annual leadership reviews.

• Committees include Audit, Compensation, Nominating and Corporate Governance, Risk Management, and Trust, all with defined charters and responsibilities.

• Board diversity is tracked, with demographic statistics disclosed annually.