8-K

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):    May 17, 2023

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

(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 classTrading symbol(s)Name of each exchange on which registeredCommon Stock, 0.01 Par ValueNWBINASDAQ 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

Northwest Bancshares, Inc. (the “Company”) announced that Amber L. Williams has been appointed to the Company’s Board of Directors effective as of May 17, 2023. Ms. Williams was nominated by the Nominating and Corporate Governance Committee to serve in the class of directors that will stand for re-election at the 2026 Annual Meeting of Stockholders. It has not yet been determined which board committees Ms. Williams will serve on as a member of the Company’s Board of Directors.

Ms. Williams will participate in the same compensation program and certain other benefits as each of the Company’s non-employee Directors, as described in the Company’s 2023 Proxy Statement filed with the Securities and Exchange Commission on March 9, 2023.

Item 8.01     Other Events

On May 17, 2023, the Company issued a press release announcing the appointment of Ms. Williams. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits

(d)     Exhibits

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.

nwbi-amberleewilliamsboa

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 melanie.clabaugh@northwest.com www.northwest.com Northwest Bancshares, Inc. Appoints New Board Member Amber Lee Williams Joins the Northwest Bancshares, Inc. Board of Directors Columbus, Ohio (May 17, 2023) – The Board of Directors of Northwest Bancshares, Inc. (NasdaqGS: NWBI) appointed Amber L. Williams to the company’s Board of Directors, effective with the Board meeting held on May 17. Ms. Williams serves as senior vice president, deputy general counsel for Bath & Body Works, Inc. (formerly L Brands, Inc.) and leads global ethics and compliance and international legal strategy for the company. Prior to joining L Brands in 2018, Ms. Williams was senior associate general counsel, US compliance, at Walmart, Inc. She served in various leadership roles in the legal department during her 11 years with the company. “With her extensive legal experience, particularly in corporate compliance and ethics, Ms. Williams will bring important expertise to the Board as we provide oversight of Northwest Bancshares, Inc. in a heavily regulated environment,” said Tim Fannin, Chairman of the Board. “We look forward to the guidance that Ms. Williams will add to our organization at a time when the banking industry faces increasing scrutiny from regulators, investors and customers.” “In addition to her compliance expertise, Ms. Williams’ background in the evolving and competitive retail industry nationally, and her strong connections to the Columbus, Ohio community locally, will bring valuable perspectives to the Board and management team,” said Louis J. Torchio, President and Chief Executive Officer, Northwest Bancshares, Inc.

Ms. Williams currently serves as a board member for the Center for WorkLife Law, a research and advocacy organization focused on advancing gender and racial equity in the workplace. She is also on the board of the American Red Cross of Greater Columbus, Ohio. Ms. Williams is a member of the State Bars of Maryland, Texas and Ohio. She holds a juris doctor degree from The University of Texas at Austin and a Bachelor of Arts degree in English (summa cum laude) from Oakwood University in Huntsville, Alabama. Ms. Williams was a 2013 Fellow of the Leadership Council on Legal Diversity and is also a Fellow of the American Bar Foundation. About Northwest Bancshares, Inc. 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 134 full-service community banking offices and eight free standing drive-through facilities in Pennsylvania, New York, Ohio and Indiana. The common stock of Northwest Bancshares, Inc. is listed on the NASDAQ Global Select Market ("NWBI"). Additional information regarding Northwest Bancshares, Inc. and Northwest Bank can be accessed online at www.northwest.com. ###