8-K

UNITED STATES

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 (Date of earliest event reported): February 28, 2019

WesBanco, Inc.

(Exact name of registrant as specified in its charter)

West Virginia	000-08467	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))

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.

(b)  WesBanco, Inc. issued a press release today announcing that its Board of Directors has selected current Director, Christopher V. Criss, to succeed James C. Gardill as Chairman of the Board, effective on April 17, 2019.  Mr. Gardill did not stand for re-election due to the Company's Director Retirement Policy.  Mr. Gardill will remain general counsel for the bank holding company following the end of his term as Chairman.  The press release announcing the Chairman of the Board transition is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 8.01 Other Events

WesBanco, Inc. issued a press release today announcing an increase in the quarterly cash dividend rate to be paid to its shareholders to $0.31 per common share from the previous quarterly dividend rate of $0.29 per common share, or a 6.9% increase. The increased dividend will be payable on April 1, 2019 to shareholders of record on March 15, 2019.  The press release announcing the increase in the quarterly cash dividend rate is attached as Exhibit 99.2 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits:

99.1 -   WesBanco, Inc. press release announcing the Chairman of the Board transition dated February 28, 2019.

99.2 -   WesBanco, Inc. press release announcing the quarterly cash dividend rate increase dated February 28, 2019.

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)
Date: February 28, 2019	/s/ Robert H. Young
	Robert H. Young
	Executive Vice President and
	Chief Financial Officer

EX-99.1

EXHIBIT 99.1

FOR:  WesBanco, Inc.

COMPANY CONTACT:

John Iannone

Vice President, Investor & Public Relations

(304) 905-7021

WesBanco, Inc. Announces Chairman of the Board Transition

- James C. Gardill to Retire from the Board –

- Christopher V. Criss Selected to Succeed Mr. Gardill as Chairman –

Wheeling, WV, February 28, 2019 – WesBanco, Inc. (Nasdaq:WSBC), a diversified, multi-state bank holding company, announced today that its Board of Directors has selected current Director, Christopher V. Criss, to succeed James C. Gardill as Chairman of the Board, effective on April 17, 2019.  Mr. Gardill did not stand for re-election due to the Company's Director Retirement Policy.  Despite transitioning off the Board of Directors, Mr. Gardill will remain general counsel for the bank holding company.

"The entire WesBanco family is extremely grateful to Jim for his long service on the Board of Directors and his dedication to our success," said Todd F. Clossin, President and Chief Executive Officer of WesBanco.  "For 45 years, Jim has provided key experience and sound counsel that has enabled the Corporation to grow from a small West Virginia-based bank into an emerging regional financial services institution.  In addition, I am pleased to be able to continue my working relationship with Chris Criss in his new role as Chairman of the Board.  Chris's diversified business and accounting background, management experience, and long term active participation on the Board make him an ideal candidate to assume the position of Chairman."

Mr. Criss joined the company as an affiliate director in July, 1988, has served on the Board of Directors since July 17, 1992, and was promoted to Vice Chairman during the spring of 2018.  In addition, he serves as a member and Chairman of the Audit Committee, and as a member of the Executive Committee, the Nominating Committee, the Enterprise Risk Committee, the Disclosure Committee and the Compensation Committee of the Board of Directors.  Mr. Criss has an accounting background and extensive business management experience as President and Chief Executive Officer of Atlas Towing Company since 1984.  Mr. Criss also served as a board member and chairman of a regional healthcare provider.

"I am honored to be selected by the Board to succeed Jim Gardill.  Jim and I have worked together at WesBanco for more than thirty years to build shareholder return and recruit and employ a great management team to lead us into the future," said Mr. Criss.

Mr. Gardill was first elected to the Board of Directors in 1980, began chairing the Annual meeting of shareholders in 1984, and was formally elected as Chairman in 1990.  In addition, he has represented the Corporation since 1973, and has served as general counsel to the Corporation since 1984.  In his continuing role, Mr. Gardill's extensive experience, institutional knowledge and customer relationships will continue to be available to the Board and management.

"I have been privileged to serve as Chairman of WesBanco and as a member of its Board of Directors over these many years," said Mr. Gardill.  "I have also been privileged to work with some very talented and dedicated individuals committed to the growth and vitality of the company.  I am also pleased to see Chris Criss succeed me in the Chairman's role, and I look forward to working with Todd Clossin as we embark on a new chapter in WesBanco's history."

About WesBanco, Inc.

Founded in 1870, WesBanco, Inc. (www.wesbanco.com) is a multi-state, bank holding company with total assets of approximately $12.5 billion (as of December 31, 2018).  WesBanco is a diversified and well-balanced financial services institution, with a community bank at its core, built upon a strong legacy of credit and risk management.  WesBanco has meaningful market share across its key geographies maintained by its commitment to dedicated customer service and solid fee-based businesses. It also provides wealth management services through a century-old trust and wealth management business, with approximately $4.3 billion of assets under management (as of December 31, 2018), and serves as registered investment advisor to a proprietary mutual fund family, the WesMark Funds.  WesBanco's banking subsidiary, WesBanco Bank, Inc., operates 203 financial centers in the states of Indiana, Kentucky, Ohio, Pennsylvania, and West Virginia.  In addition, WesBanco operates an insurance agency, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc.

EX-99.2

EXHIBIT 99.2

FOR:  WesBanco, Inc.

COMPANY CONTACT:

John Iannone

Vice President, Investor & Public Relations

(304) 905-7021

WesBanco Declares Increase in Quarterly Cash Dividend to Its Shareholders

Wheeling, WV, February 28, 2019 – WesBanco, Inc. (Nasdaq:WSBC), a diversified, multi-state bank holding company announced today that its Board of Directors has approved a 6.9% increase in the quarterly cash dividend to $0.31 per common share from the previous quarterly dividend of $0.29 per common share.  The higher dividend rate will be payable on April 1, 2019 to shareholders of record on March 15, 2019.  This is the twelfth increase in the quarterly dividend since 2010, and represents a cumulative increase of 121% over that period.

The WesBanco Board of Directors approved this most recent cash dividend increase based in part on the Company's strong earnings and regulatory capital positions.  The new cash dividend represents an annualized cash dividend rate of $1.24 per common share.  Based upon yesterday's closing common stock price of $42.26, the new dividend equates to a yield of approximately 2.9%.

About WesBanco, Inc.

Founded in 1870, WesBanco, Inc. (www.wesbanco.com) is a multi-state, bank holding company with total assets of approximately $12.5 billion (as of December 31, 2018).  WesBanco is a diversified and well-balanced financial services institution, with a community bank at its core, built upon a strong legacy of credit and risk management.  WesBanco has meaningful market share across its key geographies maintained by its commitment to dedicated customer service and solid fee-based businesses. It also provides wealth management services through a century-old trust and wealth management business, with approximately $4.3 billion of assets under management (as of December 31, 2018), and serves as registered investment advisor to a proprietary mutual fund family, the WesMark Funds.  WesBanco's banking subsidiary, WesBanco Bank, Inc., operates 203 financial centers in the states of Indiana, Kentucky, Ohio, Pennsylvania, and West Virginia.  In addition, WesBanco operates an insurance agency, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc.