wcc-20220824

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): August 24, 2022

WESCO International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-14989

25-1723342

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

225 West Station Square Drive
Suite 700

15219

Pittsburgh,

Pennsylvania

(Zip Code)

(Address of principal executive offices)

(412) 454-2200

(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 Class

Trading Symbol(s)

Name of Exchange on which registered

Common Stock, par value $.01 per share

WCC

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock

WCC PR A

New York Stock Exchange

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:

☐ 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 30, 2022, the Board of Directors of WESCO International, Inc. (the “Company”) elected Sundaram (“Naga”) Nagarajan as a Director, effective September 1, 2022. He is also being appointed as a member of the Company’s Audit Committee, effective September 1, 2022. Mr. Nagarajan’s compensation for service as a non-employee Director will be consistent with that of the Company’s other non-employee Directors, which is described under the heading "Director Compensation" in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2022 (the “Proxy Statement”). A copy of the press release issued by the Company with additional information about Mr. Nagarajan and announcing his election to the Board of Directors is attached hereto as Exhibit 99.1 and incorporated by reference.

On August 24, 2022, John K. Morgan notified the Company of his retirement from the Board of Directors, effective September 30, 2022. His retirement is not due to any disagreement with the Company and is part of the Company’s long-standing commitment to ongoing Board refreshment following the process described under the heading “Board Refreshment, Tenure and Diversity” in the Proxy Statement. Additional information regarding Mr. Morgan’s retirement is also included in the press release referenced above and attached hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
99.1			Press Release of WESCO International, Inc. issued August 30, 2022.
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)


August 30, 2022	By:	/s/ David S. Schulz
(Date)		David S. Schulz
		Executive Vice President and Chief Financial Officer

WESCO International Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits