Northwest Bancshares (NWBI) Proxy filing summary

Voting matters and shareholder proposals

• Election of directors includes nominees Charles E. Kranich II, Amber L. Williams, and Louis J. Torchio, with board recommending approval.

• Ratification of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, recommended for approval.

• Advisory, non-binding vote to approve executive compensation, with board recommending approval.

• Approval of the 2026 Equity Incentive Plan and Discounted Stock Purchase Plan, both recommended by the board.

Board of directors and corporate governance

• Shareholders are asked to elect three directors at the annual meeting.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included as a non-binding resolution.