M&A - PENNS WOODS BANCORP INC

Form Type: 8-K

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925037744

Filing Summary: On April 22, 2025, PENNS WOODS BANCORP, INC. convened a Special Meeting of Shareholders to solicit proxies for voting on proposals regarding the Agreement and Plan of Merger with Northwest Bancshares, Inc. The merger will result in PENNS WOODS being merged with and into Northwest, with Northwest as the surviving entity. A total of 7,612,878 shares were eligible to vote, with 5,099,406 (66.98%) represented at the meeting. Both Proposal No. 1, approving the merger agreement, and Proposal No. 2, regarding executive compensation in connection with the merger, were approved by majority votes. The votes for the merger were 4,736,221 in favor, 334,229 against, and 28,955 abstentions. For the advisory vote on executive compensation, there were 3,450,714 votes for, 1,542,681 against, and 106,010 abstentions.

Form Type: DEFM14A

Filing Date: 2025-02-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525033492

Filing Summary: Penns Woods Bancorp, Inc. has initiated a merger proposal with Northwest Bancshares, Inc., under an Agreement and Plan of Merger dated December 16, 2024. The merger requires a shareholder vote for approval at a special meeting scheduled for April 22, 2025. Shareholders of Penns Woods will receive 2.385 shares of Northwest common stock for each share they own post-merger. The merger is expected to enhance market share and operational scale for the combined company, significantly benefiting shareholders and customers. The board of directors of Penns Woods unanimously recommends that shareholders approve the merger agreement. A special meeting will be held virtually, and shareholders are encouraged to vote their proxies to ensure representation and facilitate the voting process. The document also outlines procedural details for the meeting and the expected timeline for the merger's completion.