SEC Form 8-K filed by WESCO International Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Class |
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Name of Exchange on which registered | ||
Indicate by 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 22, 2025, WESCO International, Inc. (the “Company”) held its Annual Meeting of Stockholders. A quorum was present at the meeting. The following proposals were submitted by the Board of Directors to a vote of the stockholders and the voting tabulations for each matter are as follows:
Proposal 1 – Election of Ten Director Nominees
| Nominee |
For |
Withheld |
Broker Non-Votes | |||
| John J. Engel | 40,192,543 | 2,667,311 | 3,118,687 | |||
| Glynis A. Bryan | 42,599,418 | 260,436 | 3,118,687 | |||
| Anne M. Cooney | 42,385,686 | 474,168 | 3,118,687 | |||
| Matthew J. Espe | 42,329,363 | 530,491 | 3,118,687 | |||
| Bobby J. Griffin | 41,488,262 | 1,371,592 | 3,118,687 | |||
| Sundaram Nagarajan | 42,677,006 | 182,848 | 3,118,687 | |||
| Steven A. Raymund | 41,562,154 | 1,297,700 | 3,118,687 | |||
| James L. Singleton | 40,041,050 | 2,818,804 | 3,118,687 | |||
| Easwaran Sundaram | 42,271,336 | 588,518 | 3,118,687 | |||
| Laura K. Thompson | 40,662,850 | 2,197,004 | 3,118,687 | |||
Based on the votes set forth above, each director nominee was duly elected to serve for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2026 or until their successors are otherwise duly elected and qualified.
Proposal 2 – Advisory Approval of the Compensation of the Company’s Named Executive Officers
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,098,276 | 3,541,883 | 219,695 | 3,118,687 |
Based on the votes set forth above, the stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
Proposal 3 – Approval of Amendments to the Company’s Restated Certificate of Incorporation to Provide Stockholders with the Right to Request a Special Meeting of Stockholders
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 38,313,114 | 182,002 | 4,364,738 | 3,118,687 |
Based on the votes set forth above, the stockholders approved amendments to the Company’s Restated Certificate of Incorporation to provide stockholders with the right to request a special meeting of stockholders.
Proposal 4 – Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025
| For |
Against |
Abstain | ||
| 44,716,857 | 1,174,478 | 87,206 |
Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. There were no broker non-votes on this proposal.
Proposal 5 – Shareholder Proposal to Give Shareholders the Ability to Call for a Special Shareholder Meeting
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 16,706,464 | 26,056,116 | 97,274 | 3,118,687 |
Based on the votes set forth above, the shareholder proposal to give shareholders the ability to call for a special shareholder meeting was not approved.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| WESCO International, Inc. | ||||||
| (Registrant) | ||||||
| May 28, 2025 | By: | /s/ David S. Schulz | ||||
| (Date) | David S. Schulz | |||||
| Executive Vice President and Chief Financial Officer | ||||||