Northwest Bancshares Inc

This advisory, non-binding proposal asks shareholders to approve the Company’s executive compensation disclosures and, by implication, endorse the principles and decisions described in the Compensation Discussion and Analysis. Management seeks this advisory approval to confirm support for its pay philosophy—mixing base salary, annual cash incentives, and long-term equity (PSUs and RSUs)—and to demonstrate that compensation is responsive to performance and shareholder interests. The Company notes that its 2025 executive compensation program emphasized pay-for-performance (noting 66% of CEO pay is at risk), used objective corporate KPIs for annual incentives, and employed multi-year performance shares tied to relative ROTCE and TSR metrics; the Compensation Committee also used an independent consultant and adopted clawback and ownership guidelines. The vote is non-binding but serves as important feedback to the Compensation Committee: a strong affirmative result supports existing program design, while a weak showing would trigger engagement and potential program changes. Management highlights prior shareholder support (approximately 79% in 2025) and describes specific governance features intended to address investor concerns (no repricing of options without approval, minimum vesting, double-trigger change-in-control protections, and conservative share reuse). Key company-specific context includes a transformational 2025 (the Penns Woods acquisition) that materially affected 2025 performance metrics and compensation outcomes and explains certain discretionary decisions (e.g., adjusted annual bonus funding). In evaluating the proposal, investors should weigh the non-binding nature of the vote, the alignment between realized pay and company performance (including the firm’s pay-versus-performance disclosures), the Compensation Committee’s responsiveness to prior shareholder feedback, and the structural features that mitigate excessive risk-taking. The Board’s recommendation of FOR reflects its view that the program appropriately balances retention, short- and long-term incentives and governance safeguards while remaining flexible to adjust as shareholder input and company circumstances evolve.

This proposal asks shareholders to approve a new omnibus equity plan that would reserve 4,000,000 shares (approximately <3% of outstanding shares as of the record date) for grant in the form of restricted stock, restricted stock units, stock options (including ISOs where eligible), and performance awards; if approved, no further awards will be granted under the 2022 Plan and the 2026 Plan would govern future equity grants. Management and the Compensation Committee state they need additional share capacity to implement their long-term incentive design, which blends time-based RSUs with performance stock units tied to relative ROTCE and relative TSR, in order to attract, retain and motivate executives and key employees following the Company’s recent transformational acquisition activity. The 2026 Plan incorporates several governance protections: fixed share authorization (no evergreen), explicit per-participant annual dollar caps ($5,000,000 for employees, $500,000 for non-employee directors), conservative share-counting (no liberal recycling for tax withholding or net exercises), prohibition on repricing without shareholder approval, minimum one-year vesting for most awards (with limited exceptions), dividend equivalents subject to vesting, double-trigger change-in-control provisions, clawback provisions, and oversight by an independent Compensation Committee. The Board argues that these structural features limit dilution risk, restrain potential shareholder-unfriendly behaviors (such as repricing or evergreen dilution), and align awards with longer-term shareholder outcomes, while still providing flexibility to tailor awards (performance vs. service-based) to different roles. Shareholders should evaluate the modest size of the requested reserve relative to outstanding shares, the plan’s anti-dilution and anti-repricing features, the per-recipient limits which constrain outsized grants, and how the Company’s disclosed grant practices and recent award history suggest likely usage of the new authority. Investors may also weigh potential exceptions (e.g., up to 5% of shares may be used for awards not meeting the one-year vesting minimum) and the Compensation Committee’s discretion in setting performance measures and adjustments for corporate transactions. The Board’s unanimous FOR recommendation reflects its judgment that the plan is a balanced, governance-conscious vehicle to support long-term retention and alignment, particularly given the Company’s growth and strategic activity in 2025. Overall, the proposal is transactionally straightforward but functionally material to compensation strategy and dilution economics, so shareholders should consider both plan design and anticipated grant pacing when deciding how to vote.

This proposal requests shareholder approval to adopt a broad-based employee discounted stock purchase plan that would reserve 100,000 shares for issuance, enable eligible full- and part-time employees (approximately 2,245 as of March 17, 2026) to purchase company stock via payroll deductions (1%–10% of Base Pay) at a discount (typically 95% of the fair market value on the purchase date), and impose per-offering limits (no more than $25,000 of purchases per participant per offering). The plan is designed as a retention and engagement tool and is non-qualified for tax purposes; offering periods are generally six months with automatic enrollment rollovers unless a participant withdraws. Management highlights customary plan safeguards: limits on per-participant purchases, the Committee’s discretion to determine offering mechanics, adjustments for corporate transactions, and standard tax withholding and compliance provisions. From a governance and shareholder perspective, the proposed DSPP is small in absolute share count and dilutive impact relative to the Company’s outstanding shares, and the $25,000 per-offering cap plus plan-wide 100,000-share reserve provide additional limits on dilution and potential concentration. Investors should consider the plan’s employee-broadening purpose and modest dilution against the benefits of increased employee alignment and retention, particularly following the Company’s recent expansion. The Board’s FOR recommendation reflects the view that the DSPP is a cost-effective, market-standard tool to expand employee ownership without significant dilution or governance risk. Overall, the proposal is standard in structure and intended effects, but shareholders may pay attention to implementation rules, eligibility determinations, and the Committee’s discretion in offering design.