Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 6, 2020, MutualFirst Financial, Inc. ("MutualFirst Financial") held a
special meeting of stockholders (the "Special Meeting") at which MutualFirst
Financial stockholders voted on proposals relating to MutualFirst Financial's
pending merger with Northwest Bancshares, Inc. As indicated below, MutualFirst
Financial's stockholders approved the Merger Proposal (defined below).
Completion of the merger, which is expected to occur in the second quarter of
2020, remains subject to the receipt of regulatory approvals and other customary
closing conditions.
As of the voting record date for the Special Meeting, there were 8,607,953
shares of MutualFirst Financial common stock outstanding and entitled to vote.
Set forth below are the results of the items voted on at the Special Meeting.
Additional information on each of these items is contained in the definitive
proxy statement/prospectus for the Special Meeting, which was filed by
MutualFirst Financial with the Securities and Exchange Commission (the "SEC") on
January 29, 2020.
Proposal 1 (the "Merger Proposal"): Approval by the holders of MutualFirst
Financial common stock to approve the merger of MutualFirst Financial with and
into Northwest Bancshares, Inc., with Northwest Bancshares, Inc. surviving the
merger, pursuant to the Agreement and Plan of Merger, dated as of October 29,
2019 (the "Merger Agreement"), by and between Northwest Bancshares, Inc. and
MutualFirst.
Votes For Votes Against Abstentions Broker Non-Votes
6,348,296 187,074 19,081 -
The required vote for the Merger Proposal was the affirmative vote of the
holders of a majority of the outstanding shares of MutualFirst Financial common
stock. Accordingly, the Merger Proposal was approved.
Proposal 2 (the "Merger-Related Compensation Proposal"): Approval, on a
non-binding, advisory basis, by the holders of MutualFirst Financial common
stock of the compensation to be paid to MutualFirst Financial's named executive
officers that is based on or otherwise relates to the merger.
Votes For Votes Against Abstentions Broker Non-Votes
3,823,334 2,662,431 6,687 -
The required vote for the Merger-Related Compensation Proposal was the
affirmative vote of a majority of the votes cast on the Merger-Related
Compensation Proposal. Accordingly, the Merger-Related Compensation Proposal was
approved.
On March 10, 2020, MutualFirst Financial issued a press release relating to the
results of the Special Meeting, a copy of which is attached to this report as
Exhibit 99.1 and is incorporated herein by reference.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not limited to,
Northwest Bancshares, Inc.'s and MutualFirst Financial's expectations or
predictions of future financial or business performance or conditions.
Forward-looking statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "target," "estimate," "continue," "positions,"
"plan," "predict," "project," "forecast," "guidance," "goal," "objective,"
"prospects," "possible" or "potential," by future conditional verbs such as
"assume," "will," "would," "should," "could" or "may", or by variations of such
words or by similar expressions. These forward-looking statements are subject to
numerous assumptions, risks and uncertainties, which change over time.
Forward-looking statements speak only as of the date they are made and we assume
no duty to update forward-looking statements. Actual results may differ
materially from current projections.
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In addition to factors previously disclosed in Northwest Bancshares, Inc.'s and
MutualFirst Financial's reports filed with or furnished to the SEC and those
identified elsewhere in this document, the following factors, among others,
could cause actual results to differ materially from forward-looking statements
or historical performance: the ability to obtain regulatory approvals and meet
other closing conditions to the merger, including the risk that regulatory
approvals required for the merger are not obtained or are obtained subject to
conditions that are not anticipated; delay in closing the merger; difficulties
and delays in integrating the businesses of MutualFirst Financial or fully
realizing cost savings and other benefits; business disruption following the
merger; changes in asset quality and credit risk; the inability to sustain
revenue and earnings growth; changes in interest rates and capital markets;
inflation; customer acceptance of Northwest Bancshares, Inc.'s products and
services; customer borrowing, repayment, investment and deposit practices;
customer disintermediation; the introduction, withdrawal, success and timing of
business initiatives; competitive conditions; the inability to realize cost
savings or revenues or to implement integration plans and other consequences
associated with mergers, acquisitions and divestitures; economic conditions; and
the impact, extent and timing of technological changes, capital management
activities, and other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is filed herewith:
99.1 Press Release dated March 10, 2020
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