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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): June 20, 2023

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-34582

27-0950358

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

3 Easton Oval

Suite 500

Columbus

Ohio

43219

(Address of principal executive office)

(Zip code)

(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 class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, 0.01 Par Value

NWBI

NASDAQ 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 8.01 Other Events

On June 20, 2023, Northwest Bank, the wholly-owned subsidiary of Northwest Bancshares, Inc. (the “Company”), issued a press release announcing the appointment of Jacques Marc “Jay” DesMarteau as Senior Executive Vice President, Chief Commercial Banking Officer. Mr. DesMarteau will provide strategic leadership and operational oversight for all aspects of the Company's commercial banking business. A copy of the release is included as exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description

99.1						Press Release dated June 20, 2023

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:

June 20, 2023

By:

/s/ William W. Harvey, Jr.

William W. Harvey, Jr.

Senior Executive Vice President,

Chief Operating Officer & Chief Financial Officer

EX-99.1 2 jaydesmarteauchiefcommer.htm EX-99.1 jaydesmarteauchiefcommer

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 melanie.clabaugh@northwest.com www.northwest.bank Northwest Bank Names Jay DesMarteau as Chief Commercial Banking Officer Editor’s note: Executive headshot available on request. Columbus, Ohio. (June 20, 2023) - Northwest Bank, a full-service financial institution offering a complete line of business and personal banking products, has appointed Jay DesMarteau as senior executive vice president, chief commercial banking officer, effective today. He will provide strategic leadership and operational oversight for all aspects of Northwest’s commercial banking business. “As we continue our progression to a high-performing commercial bank across multiple geographies and industries, Jay’s experience and proven track record in growing and scaling lines of commercial business make him the ideal person for this role,” said Louis J. Torchio, president and chief executive officer, Northwest Bank. “We look forward to Jay’s leadership of our commercial banking group and welcome him to Northwest.” Mr. DesMarteau joins Northwest with nearly 30 years of experience in commercial banking and finance, most recently as head of commercial banking at LendingClub Bank, where he developed the overall strategy and distribution for the organization. Prior to his position at LendingClub Bank, Mr. DesMarteau spent 12 years in commercial banking leadership roles at TD Bank. As head of commercial distribution at TD Bank, he led seven teams comprised of 500 people responsible for middle market equipment finance, business banking, SBA lending, healthcare practice, government banking, treasury management and merchant solutions.

Mr. DesMarteau also served as president of equipment finance at CIT Bank, overseeing a team of 85 people and $1.5 billion in managed assets. In addition, he also spent 16 years with General Electric, including six years in vice president positions with GE Commercial Finance and GE Commercial Solutions. “It’s an honor to join such a talented team of experienced commercial lending professionals,” said Mr. DesMarteau. “I’m excited to build on Northwest’s diverse portfolio of commercial products and services, robust digital banking capabilities and strong history of customer service to further support commercial customers in achieving their visions.” Mr. DesMarteau earned his bachelor’s degree in industrial management from Purdue University and an MBA from Duke University. Currently residing in Westport, CT, Mr. DesMarteau will be relocating to Columbus, OH, headquarters of Northwest Bancshares, Inc. About Northwest 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 on-line at www.northwest.com. ###