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):    April 18, 2011

 

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

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))

 

 

 

Item 5.07                                             Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Shareholders was held on April 18, 2012.  The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 15, 2012.  The final results of the shareholder votes are as follows:

 

Proposal 1 — Election of Directors

 

						Broker
		For		Withheld		Non-Votes
Richard L. Carr		75,901,480		1,601,503		7,842,443
John M. Bauer		75,898,015		1,604,968		7,842,443
Philip M. Tredway		76,050,206		1,452,777		7,842,443
Deborah J. Chadsey		74,742,929		2,760,054		7,842,443

 

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

 

The Shareholders approved the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012.

 

For		84,735,560
Against		482,156
Abstain		127,709
Broker non-votes		0

 

Proposal 3 — An advisory, non-binding resolution to approve executive compensation described in the Proxy Statement

 

The shareholders approved the proposal regarding the compensation of the named executive officers as disclosed in the proxy statement was as follows:

 

For		74,483,559
Against		2,332,198
Abstain		687,214
Broker non-votes		7,842,455

 

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Item 8.01                                             Other Events.

 

On April 18, 2012, the Registrant held its annual shareholders’ meeting.  The slide presentation made to shareholders is attached as exhibit 99.1.

 

Item 9.01                                             Financial Statements and Exhibits

 

(a)                                  Not applicable

 

(b)                                 Not applicable

 

(c)                                  Not applicable

 

(d)                                 Exhibits

 

Exhibit No.		Description
99.1		Slide presentation made to shareholders.

 

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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:	April 19, 2012	By:	/s/ William W. Harvey, Jr.
			William W. Harvey, Jr.
			Chief Financial Officer

 

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