-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RAHmm5YqsggkWSqVqtwDNz0yNufdgkUe8xu357Z8uB/l1a8711nePnl/luR4v9Ny 9xecS7UtkIzTv3vhlp5rVg== 0000203596-06-000069.txt : 20060421 0000203596-06-000069.hdr.sgml : 20060421 20060421164437 ACCESSION NUMBER: 0000203596-06-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060419 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESBANCO INC CENTRAL INDEX KEY: 0000203596 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 550571723 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-107736 FILM NUMBER: 06773112 BUSINESS ADDRESS: STREET 1: 1 BANK PLAZA CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042349000 MAIL ADDRESS: STREET 1: ONE BANK PLZ CITY: WHEELING STATE: WV ZIP: 26003 8-K 1 dir8k.htm DIRECTOR ELECTIONS Director Elections

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: April 19, 2006

 
WesBanco, Inc.
(Exact name of registrant as specified in its charter)


West Virginia
0-8467
55-0571723
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)


1 Bank Plaza, Wheeling, WV
26003
(Address of principal executive offices)
(Zip Code)

 
 

Registrant's telephone number, including area code (304) 234-9000

Former name or former address, if changed since last report Not Applicable


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 (see General Instruction A.2. below):

¨ 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))

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 
Mr. Robert K. Tebay’s term as a member of the WesBanco Board of Directors expired at the Annual Meeting of Stockholders held on April 19, 2006. Mr. Tebay is retiring from the Board since he is not eligible under the Corporation’s Bylaws to stand for re-election and not as a result of any disagreement with the Company.

Item 8.01 - Other Events
 
At WesBanco's Annual Meeting of Stockholders held on April 19, 2006, the stockholders voted to reject a Jewelcor Management, Inc. shareholder proposal disclosed in its annual proxy statement that had advocated the WesBanco Board of Directors take steps to achieve a sale or merger of the Company. On April 20, 2006, WesBanco issued a press release announcing the results of the vote and Mr. Tebay’s retirement discussed under Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits
 
(c)  Exhibit 99.1 --  Press Release dated April 20, 2006.



SIGNATURE
 
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.


 
WesBanco, Inc.
 
(Registrant)
   
April 21, 2006
 /s/ Paul M. Limbert
Date
Paul M. Limbert
 
President and Chief Executive Officer
   
   

 
EX-99.1 2 pr8k.htm DIRECTOR ELECTION PRESS RELEASE Director Election Press Release

 
EXHIBIT 99.1
 
NEWS FOR IMMEDIATE RELEASE
April 20, 2006                          For Further Information Contact:
 
                              Paul M. Limbert
 
  President & CEO (304) 234-9000
 

 
 Nasdaq Trading Symbol: WSBC
 

 
WesBanco Elects Directors
 
Wheeling, WV . . . . WesBanco, Inc. (Nasdaq:WSBC) Chairman of the Board, Edward M. George, announced the election results for the company’s Annual Meeting of Stockholders held on April 19, 2006. The principal business conducted at the meeting was the election of directors of the Wheeling, West Virginia based multi-state bank holding company.
 
Elected to serve three year terms expiring at the Annual Meeting of Stockholders in 2009 were: Ray A. Byrd, Lawyer - Member-Manager, Schrader, Byrd & Companion, PLLC; James D. Entress, Oral & Maxillo-Facial Surgeon - Retired; Ernest S. Fragale, Vice President, Daisy Development Co.; Edward M. George, Chairman, WesBanco, Inc.; Carter W. Strauss, President, Strauss Industries, Inc.; and Reed J. Tanner, Certified Public Accountant, Simpson & Osborne, A.C. Elected to serve a two year term expiring at the Annual Stockholders’ Meeting in 2008 was: Paul M. Limbert, President & CEO, WesBanco, Inc. and WesBanco Bank, Inc.
 
In addition to the directors elected at the Annual Meeting, the following members continue to serve on the Board of Directors of WesBanco, Inc. for terms that will expire at the Annual Stockholders’ Meeting in 2008: R. Peterson Chalfant, Lawyer; Abigail M. Feinknopf, Marketing Representative - Feinknopf Photography, Columbus, Ohio and Freelance Writer; Jay T. McCamic, Lawyer - President, McCamic, Sacco, Pizzuti & McCoid, PLLC, and Joan C. Stamp, Director, West Virginia University Foundation.
 
Continuing to serve on the WesBanco Board of Directors for terms that will expire at the Annual Stockholders’ Meeting in 2007 are: James E. Altmeyer, President, Altmeyer Funeral Homes, Inc.; Christopher V. Criss, President & CEO, Atlas Towing Co.; Vaughn L. Kiger, President, Old Colony/GMAC Morgantown; Robert E. Kirkbride, Vice President - Administration & Finance, Christy & Associates, and Henry L. Schulhoff, President, Schulhoff and Company, Inc.
 
Special recognition for his years of service to WesBanco was given to Robert K. Tebay, of Parkersburg, who due to his retirement from the WesBanco Board did not stand for reelection.
 
In another matter considered at the meeting, WesBanco’s stockholders voted to reject a Jewelcor Management, Inc. shareholder proposal that had advocated the WesBanco Board take steps to achieve a sale or merger of the company.
 
WesBanco is a multi-state bank holding company with total assets of approximately $4.4 billion, operating after the sale through 81 banking offices, two loan production offices, and 125 ATMs in West Virginia, Ohio, and Pennsylvania. WesBanco’s banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia. In addition, WesBanco operates an insurance brokerage company, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc. that also operates Mountaineer Securities, WesBanco’s discount brokerage operation.
 
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