Northwest Bancshares (NWBI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 17, 2025, to elect four directors, ratify KPMG LLP as auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of February 18, 2025, are entitled to vote; proxy materials are available online and by mail upon request.

• The Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying KPMG LLP as auditor for 2025, and an advisory say-on-pay vote on executive compensation.

• Shareholders may submit additional proposals or director nominations in accordance with advance notice and SEC rules.

• Proxy voting is available online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The Board will have 11 members post-meeting, divided into three classes with staggered three-year terms.

• Board diversity includes 2 female and 10 male directors, with representation from Black, Hispanic/Latinx, and White backgrounds.

• 10 of 11 directors are independent per Nasdaq standards; the CEO is not independent.

• The Board has Audit, Compensation, Innovation and Technology, Nominating and Corporate Governance, Risk Management, and Trust Committees.

• The Board maintains a majority voting policy for uncontested director elections and a Code of Ethics for all directors and officers.