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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): October 16, 2018
 
Northwest Bancshares, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
 
1-34582
 
27-0950358
(State or other jurisdiction
 
(Commission File No.)
 
(I.R.S. Employer
of incorporation)
 
 
 
Identification No.)
 
100 Liberty Street
Warren, Pennsylvania
 
16365
(Address of principal executive office)
 
(Zip code)
 
Registrant’s telephone number, including area code:        (814) 726-2140
 
 
(Former name or former address, if changed since last report)
 
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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by check mark whether the registrant is an merging 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).
 
o                      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.   o








Item 8.01                                           Other Events

On October 16, 2018, the Board of Directors of Northwest Bancshares, Inc. (the “Company”) adopted a voting policy regarding the election of directors. Pursuant to the policy, any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes cast “for” such election shall tender his or her resignation for consideration by the Nominating Committee of the Company. The Nominating Committee shall recommend to the Board the action to be taken with respect to the resignation. Any Director who tenders his or her resignation pursuant to this provision shall not participate in the Committee’s or the Board’s deliberations as to whether to accept the resignation. The Board will publicly disclose its decision within 90 days of the certification of the election results.


Item 9.01                                           Financial Statements and Exhibits
 
Not Applicable.



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:
October 18, 2018
 
By:
/s/ William W. Harvey, Jr.
 
 
 
William W. Harvey, Jr.
 
 
 
Chief Financial Officer